Creator Partnership Program Agreement

By creating a Creator Account or participating in the BBF 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. ("BBF," "Company," "we," "us," or "our"). Each of Creator and BBF, a "Party," and together the "Parties."BBF's Privacy Notice and Acceptable Use Policy form part of this Agreement and are incorporated by reference. BBF 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 BBF 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 BBF 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

BBF discovers, builds, publishes, operates, and optimizes subscription software businesses for the people uniquely qualified to own them (the "Platform"). When you subscribe to a plan, BBF will build and operate a business around your expertise, brand, content direction, and audience (the "Business"). The Business's first product form is a custom mobile application or game (the "App"), and the Business may over time include additional products, channels, and monetization surfaces that BBF builds, hosts, operates, surfaces, or facilitates for Creator. After launch, BBF continuously optimizes the Business as part of the platform services (the "Services"). Revenue generated by the Business 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 and the Business, (c) access to a dashboard with real-time analytics and revenue reporting, (d) ongoing infrastructure, hosting, and maintenance, and (e) support from BBF's team and systems. BBF may, at its discretion or as agreed with Creator, build, host, operate, surface, or facilitate additional products, channels, or monetization surfaces for the Business. Any such addition forms part of the Business and the Platform Services and is governed by this Agreement without the need for a separate agreement.

1.3 Ongoing Optimization

Creator acknowledges and agrees that BBF'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 BBF, and BBF will implement such opt-out within a commercially reasonable period. BBF 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 BBF will incorporate such direction within a commercially reasonable period, provided it does not conflict with BBF'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 BBF's control.

1.5 Scope of the Business

The Business consists of the App together with every other product, channel, or monetization surface that BBF builds, hosts, operates, surfaces, or facilitates for Creator under this Agreement. Creator's separate products, businesses, audiences, and sponsorship, brand, or licensing arrangements that are sourced and fulfilled entirely outside the Business and the Platform Services are not part of the Business, and revenue from them is excluded from Business Revenue under Section 3.4. BBF will not add a product, channel, or monetization surface to the Business over Creator's written objection, and Creator may require BBF to remove a previously added surface from the Business by written notice, effective for periods beginning after the notice.

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. BBF 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. BBF 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. BBF 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 BBF 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 BBF 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 BBF 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 BBF a recurring subscription fee at the rate and billing frequency (monthly or annual) selected during onboarding (the "Platform Fee"). The Platform Fee is billed in advance at the start of each billing period: on the date Creator subscribes, and then on each renewal date (the same day each month for monthly subscriptions, or each year for annual subscriptions). The subscription automatically renews for successive billing periods using the payment method on file until Creator cancels in accordance with Section 11. The Platform Fee covers hosting, infrastructure, analytics, optimization, ongoing maintenance, and support.

3.3 Revenue Share

In addition to the Platform Fee, BBF will retain a percentage of Business Revenue generated by the Business or the Platform Services (the "Revenue Share"). The Revenue Share percentage applicable to Creator's Business is the percentage specified in Creator's plan or order form as presented to Creator at the time of subscription (or as otherwise agreed in writing), and is recorded in Creator's Account and in the deal record referenced by Creator's Agreement. The Revenue Share percentage in effect for Creator's Business will not be increased except as provided in Section 13.3. Creator receives the remainder of Business Revenue after deduction of the applicable Revenue Share.Post-Termination Revenue Share. If, during the thirty-six (36) months following termination or expiration of this Agreement, Creator or any person acting on Creator's behalf operates, licenses, or monetizes a Successor Product, BBF will retain the Revenue Share on Business Revenue attributable to that Successor Product: at the rate in effect immediately before termination during the first twelve (12) month period, at two-thirds of that rate during the second, and at one-third of that rate during the third, after which no Revenue Share is owed. This paragraph does not apply to a product Creator develops independently that is not a Successor Product, and does not apply where BBF terminated this Agreement for convenience rather than for Creator's material breach or non-payment. Sections 3.4, 3.5, 3.12, 3.13, and 3.14 continue to apply to Business Revenue subject to this paragraph.

3.4 Business Revenue

"Business Revenue" means all amounts received or collected, directly or indirectly, that are attributable to the Business, the App, or any monetization enabled, hosted, processed, surfaced, or facilitated by the Business, the App, a Successor Product, or the Platform Services, through any channel or payment method, for the applicable billing period, less the Permitted Deductions and any further amounts excluded in the applicable plan, order form, or written agreement. Business Revenue includes, without limitation, amounts from application-marketplace purchases, in-app purchases, web and external checkout flows, subscriptions, memberships, communities, newsletters, digital goods, courses and coaching, advertising, sponsorships, affiliate and referral revenue, and licensing or enterprise distribution.Business Revenue excludes revenue from Creator's separate products, businesses, audiences, or sponsorship, brand, or licensing arrangements that are not built, hosted, operated, surfaced, or facilitated by BBF and are sourced and fulfilled entirely outside the Business and the Platform Services."Successor Product" means any product, application, or service that replaces, supersedes, forks, or is substantially derived from the Business, the App, or their BBF-built functionality, code, or intellectual property."Permitted Deductions" means, in each case only to the extent actually incurred and documented on the applicable marketplace, processor, network, or platform statement: (a) marketplace, store, and platform commissions; (b) payment-processing fees; (c) taxes collected and remitted; (d) refunds, chargebacks, and credits; (e) currency-conversion and withholding adjustments; and (f) third-party ad-network, affiliate-network, or agency fees deducted at the source.

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. BBF reserves the right to determine which App Store account models are available for each plan tier.(a) BBF's App Store Account. If the App is published under BBF's application store account, BBF will collect all Business Revenue that flows through BBF-controlled accounts. BBF will provide Creator with a monthly revenue statement and pay Creator's share (Business Revenue less the Revenue Share) to Creator's payout account on file within ten (10) business days after BBF receives the corresponding marketplace remittance. BBF 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. BBF will provide a monthly statement and charge Creator's payment method on file for BBF's Revenue Share within ten (10) business days after the end of each calendar month for the prior period. Creator authorizes BBF and its payment processors to initiate such charges and to re-attempt failed charges.(c) Business Revenue Outside BBF Accounts. For Business Revenue received through accounts, processors, or channels controlled by Creator or third parties (for example, web or external checkout, sponsorships, advertising, affiliate programs, memberships, or licensing), Creator will report such Business Revenue to BBF as described in Section 3.12, and BBF will provide a monthly statement and charge or invoice BBF's Revenue Share on that Business Revenue under the mechanics of Section 3.5(b), regardless of the App Store account model selected.

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 BBF under this Agreement. BBF 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, BBF 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 BBF cannot process payment using Creator's payment method on file, BBF may retry the charge, request an alternative payment method, or debit any unpaid amounts from any balance owed to Creator.

3.9 Renewals and Cancellation

Each subscription automatically renews for successive billing periods at the then-current Platform Fee, charged in advance on each renewal date, until Creator cancels. Platform Fees are charged for full billing periods and are not prorated. Creator may cancel at any time as described in Section 11; cancellation stops future renewals and takes effect at the end of the then-current billing period, and Creator retains access to Platform Services through that date.

3.10 Refund Policy

BBF 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. BBF may establish minimum tenure requirements for specific tiers, which will be communicated during onboarding. If Creator's trailing three-month average Business Revenue exceeds the breakeven threshold for a higher tier, BBF will notify Creator that a tier upgrade may be economically beneficial; such notification is informational only and does not obligate Creator to change tiers.

3.12 Revenue Reporting and Audit

Where Business Revenue is received through accounts, processors, or channels not controlled by BBF, Creator will (a) connect such accounts or processors to BBF's reporting where supported, or otherwise report such Business Revenue to BBF on a monthly basis in the manner BBF reasonably specifies, and (b) authorize BBF to charge or invoice the applicable Revenue Share on that Business Revenue. Creator will keep accurate records sufficient to verify Business Revenue and, no more than once per twelve-month period and on reasonable prior notice, will allow BBF (or an independent auditor on BBF's behalf) to review records relevant to Business Revenue. If an audit reveals an underpayment of more than five percent (5%) for the audited period, Creator will bear the reasonable cost of the audit, in addition to paying the underpaid amount.

3.13 No Circumvention

Creator will not route, assign, re-characterize, or relocate Business Revenue, including by launching or operating a Successor Product outside the Platform or by directing transactions through another person or entity, for the purpose of avoiding or reducing the Revenue Share. For clarity, genuine revenue from Creator's separate business that is excluded from Business Revenue under Section 3.4 is not a violation of this Section.

3.14 Invalid or Disputed Activity; Withholding and Reversals

Amounts attributable to fraud, abuse, artificial or invalid engagement, invalid traffic, fake or manipulated accounts, prohibited transactions, refunds, chargebacks, credits, or a violation of the Acceptable Use Policy or applicable monetization rules are not earned by Creator to the extent affected. BBF may conduct a good-faith investigation, request reasonably necessary information, temporarily withhold unpaid amounts reasonably associated with the suspected activity, correct revenue statements, and offset or recover affected amounts previously paid. BBF will not withhold unrelated, undisputed amounts, will provide notice where reasonably practicable, and will resolve any investigation within a commercially reasonable period.

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 BBF.

4.2 BBF Technology

BBF 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, "BBF Technology"). Nothing in this Agreement transfers ownership of BBF Technology to Creator. BBF Technology includes reusable components, shared libraries, platform frameworks, and infrastructure incorporated into or used in connection with the Business, regardless of whether developed before or during the Term.BBF Technology also includes all insights, benchmarks, algorithms, prompts, evaluations, agent policies, playbooks, statistical models, and trained model artifacts (including weights, embeddings, and fine-tunes) derived from Performance Data or the Operating Record, whether derived from a single Business or across BBF's portfolio, as further described in Section 6.3.

4.3 License to Creator IP

Creator grants BBF 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

BBF 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 BBF's ownership of BBF Technology, Creator shall own all right, title, and interest in and to the application-specific code developed by BBF for Creator's App (the "App Code"). App Code does not include BBF Technology, which remains BBF'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 BBF Trademarks

Creator will not use BBF's trademarks, logos, or service marks (whether registered or unregistered) without BBF's prior written consent. Creator will not use or adopt any marks that may be confusingly similar to BBF's marks. BBF may display the phrase "BUILTBYFOUNDRY" anywhere in the App unless the Parties agree otherwise in writing.

4.8 Publicity

BBF may list Creator's name and logo as a Creator on the Platform and describe and feature the App in BBF's marketing materials, website, pitch materials, and investor communications. BBF may also publish case studies, App imagery, and performance highlights that identify Creator. Creator may opt out of, or request removal of, any such case study or performance metric at any time by written notice, and BBF will cease further publication of the identified item within a commercially reasonable period; copies already printed, distributed, or published in fixed materials need not be recalled.

4.9 Feedback

If Creator provides suggestions or feedback regarding the Platform or BBF Technology, BBF 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. BBF 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 BBF in a timely manner. If Creator's non-responsiveness materially prevents BBF from launching, supporting, or maintaining the App or fulfilling compliance or billing obligations, BBF 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 BBF, (d) attempt to circumvent any security or access controls, or (e) use automated tools to access or monitor the Platform without BBF's written permission.

6. Data, Analytics, and Privacy

6.1 Performance Data

BBF may collect and process technical and performance data related to the Business, the App, and Platform Services, including subscription events, user engagement, session behavior, conversion metrics, and diagnostics ("Performance Data"). Performance Data may be processed by BBF's systems to power ongoing optimization.BBF may also collect and process the record of building and operating the Business, including Creator's communications with BBF, creative and product direction, approvals and rejections, design and prioritization decisions, experiment results, support and review threads, and BBF's own build, release, and evaluation logs (the "Operating Record"). The Operating Record does not include end-user personal data except as permitted by Section 6.4, applicable law, and the App's privacy policy.

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. BBF will also provide Creator with a weekly performance summary. Creator may request additional reporting or specific data at any time by contacting BBF, and BBF will use commercially reasonable efforts to fulfill such requests promptly.

6.3 Aggregated Data

BBF may use Performance Data and the Operating Record in aggregated and de-identified form to improve the Platform, BBF Technology, and the performance of BBF's systems across its portfolio, including to develop, train, evaluate, and improve statistical and machine-learning models, agent policies, prompts, evaluations, and playbooks. BBF will not share Creator's identifiable Performance Data or Operating Record 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 or the Operating Record, whether from a single Business or across the portfolio, are and shall remain BBF Technology.For clarity, this Section does not permit BBF to disclose Creator IP, Creator-provided content, or Creator's identifiable business results to another creator, and does not limit Creator's ownership of Creator IP under Section 4.1 or of App Code under Section 4.5.

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, BBF 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 or order form as presented at the time of subscription (the "Portability Period") by providing thirty (30) days' written notice. If no Portability Period is specified in Creator's plan, order form, or a separate written agreement, the Portability Period is twenty-four (24) months from subscription start. BBF 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 BBF 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).Notwithstanding clause (a), BBF may use Performance Data and the Operating Record as expressly permitted by Sections 4.2 and 6.3, including in aggregated and de-identified form across BBF's portfolio, and such use is a permitted use under this Section. Nothing in this Section permits BBF to disclose Creator's identifiable Confidential Information to another creator or to any third party except as permitted by Section 6.3.

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 BBF Warranty

BBF 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. BBF 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." BBF 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 BBF 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 BBF 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 BBF Indemnity

BBF will indemnify, defend, and hold harmless Creator from and against any third-party claims alleging that BBF Technology, as provided by BBF and used by Creator as permitted under this Agreement (excluding Creator IP, Creator Materials, third-party components, and combinations not supplied by BBF), infringes or misappropriates such third party's United States intellectual property rights, provided that Creator promptly notifies BBF and cooperates in the defense. If such a claim appears likely, BBF may, at its option: (i) modify or replace the affected BBF Technology so that it becomes non-infringing; (ii) obtain the right for Creator to continue using the affected BBF 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 BBF Suspension or Termination

BBF may suspend or terminate Creator's Account under the following circumstances: (a) immediately, if BBF 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) BBF 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, BBF 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, BBF shall not continue operating the App, (d) BBF 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) BBF's license to Creator IP will terminate, and (g) Creator may request an export of the App Code in accordance with Section 6.5. BBF shall retain all BBF 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 BBF.

11.5 Transfer, Assignment, and Sale Participation

Creator may sell, transfer, or assign the Business, the App, and App Code, subject to BBF's right of first refusal set forth in this Section. If Creator receives a bona fide written offer for the sale or transfer of the Business, the App, or App Code (including any sale of all or substantially all of the equity or assets of the entity that owns the Business), Creator will provide BBF with written notice and a summary of the material terms, and BBF will have fifteen (15) business days to elect to match the offer on substantially equivalent terms; if BBF does not so elect, Creator may proceed with the transfer.Upon the closing of any such sale, transfer, or assignment, Creator shall pay BBF a fee equal to the Revenue Share percentage then applicable to Creator's plan, multiplied by the total consideration (whether cash, equity, assumed liabilities, or other value) paid or payable to Creator in connection with the transaction (the "Sale Participation Fee"). The Sale Participation Fee is owed regardless of whether the Business remains on the Platform after the transaction, is payable within ten (10) business days after Creator's receipt of the corresponding consideration, and is payable pro rata as and when any earn-out, holdback, deferred, or contingent consideration is actually received. Following the transaction, the buyer or assignee may either (a) assume Creator's subscription to the Platform and continue operating the Business on BBF's Platform, in which case BBF's Revenue Share continues to apply to the Business under the new owner in addition to the Sale Participation Fee, or (b) take the Business off the Platform, in which case BBF shall provide an export of the App Code in accordance with Section 6.5 (subject to the applicable Portability Period) and the Post-Termination Revenue Share in Section 3.3 applies. The Sale Participation Fee is a transaction fee and does not grant either Party any equity or ownership interest in the other.

11.6 Creator IP After Termination

Upon termination, BBF will remove Creator IP (name, likeness, branding) from active 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. BBF shall not continue operating the App after the wind-down period. Notwithstanding the foregoing, BBF retains a perpetual, non-exclusive, royalty-free right to reference Creator and the App in historical and portfolio materials (such as a list of past and present clients, previously published case studies, and "BUILTBYFOUNDRY" references), provided BBF does not represent an ongoing relationship after termination.

11.7 Outstanding Fees

Any outstanding balance owed by Creator at the time of termination becomes immediately due in full.

11.8 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.

11.9 Transition Cooperation

Upon expiration or termination of this Agreement, BBF 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.

11.10 Breakout Election

If the Business meets the revenue, growth, or valuation threshold specified in Creator's plan or order form as presented at the time of subscription (the "Breakout Threshold"), BBF may, by written notice delivered within ninety (90) days after BBF determines the Breakout Threshold has been met, elect to convert all or part of its then-current Revenue Share into an equity or profit interest in the entity that owns the Business, on the conversion terms specified in that plan or order form. Creator will cooperate reasonably in forming, capitalizing, or amending the governing documents of that entity to give effect to the election. Any conversion is subject to applicable securities laws and to definitive transaction documents negotiated in good faith on the specified terms. If no Breakout Threshold or conversion terms are specified in Creator's plan or order form, this Section does not apply and BBF holds no such election. For clarity, this Section concerns an interest in the entity that owns the Business and does not grant Creator any interest in BBF.

12. Dispute Resolution

12.1 Informal Resolution

If Creator has a concern, BBF 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. BBF 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 BBF 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 BBF 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

BBF 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, BBF 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, BBF 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 BBF 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

BBF 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 BBF'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 BBF. This Section does not limit Section 11.10, which concerns an interest in the entity that owns the Business rather than an interest in BBF.

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 BBF).

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 3 (Fees, Revenue Share, and Payments), Section 4 (Ownership and Intellectual Property), Section 6 (Data, Analytics, and Privacy), Section 7 (Confidentiality), Section 8 (Representations, Warranties, and Disclaimers), Section 9 (Limitation of Liability), Section 10 (Indemnification), Section 11 (Term and Termination), Section 12 (Dispute Resolution), and Section 13 (General Provisions). Section 3 survives only to the extent necessary to give effect to the Post-Termination Revenue Share in Section 3.3, the Sale Participation Fee in Section 11.5, and the reporting, audit, no-circumvention, and disputed-activity provisions that support them; Creator owes no Platform Fee for any period after termination.

14. Definitions

14.1 "Account" means a Creator's registered account on the BBF Platform.14.2 "App" means the mobile application or game built, published, and operated by BBF for a Creator through the Platform, which is the first product form of the Business.14.3 "App Code" means the application-specific code developed by BBF for Creator's App, excluding any BBF 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 BBF to Creators.14.8 "BBF Technology" has the meaning set forth in Section 4.2.14.9 "Term" has the meaning set forth in Section 11.1.14.10 "Business Revenue" has the meaning set forth in Section 3.4.14.11 "Performance Data" has the meaning set forth in Section 6.1.14.12 "Platform" means BBF's hosted platform for discovering, building, operating, and optimizing Businesses.14.13 "Platform Fee" has the meaning set forth in Section 3.2.14.14 "Platform Services" means the hosted services, infrastructure, proprietary systems, and support that BBF provides in connection with a Business, including (without limitation) hosting, analytics, ongoing optimization, push notifications, and ongoing maintenance.14.15 "Revenue Share" has the meaning set forth in Section 3.3.14.16 "Services" has the meaning set forth in Section 1.1.14.17 "Successor Product" has the meaning set forth in Section 3.4.14.18 "Business" has the meaning set forth in Section 1.1, with its scope described in Section 1.5.14.19 "Operating Record" has the meaning set forth in Section 6.1.14.20 "Breakout Threshold" has the meaning set forth in Section 11.10.14.21 "Sale Participation Fee" has the meaning set forth in Section 11.5.

15. Referral Program

15.1 Overview

BBF 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 BBF 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 recurring commission calculated as a percentage of your referral's Platform Fee, at the commission rate published in the referral program section of your Account dashboard at the time the referral is attributed. Commission accrues for as long as (a) your referral maintains an active paid subscription and (b) you maintain an active paid subscription, and is calculated based on the Platform Fee actually charged to the referred Creator, whether on a monthly or annual billing cycle.Commission rates and plan pricing are subject to change; however, the commission rate applicable to a referral attributed to you will not be reduced for that referral after attribution, and changes to commission rates will apply prospectively and will not affect commissions already earned.

15.4 Eligibility

To earn referral commission, you must have an active paid BBF subscription. If you cancel your subscription or it otherwise becomes inactive, all referral commission accrual will be suspended. If you reactivate your subscription, commission accrual will resume for referrals that remain active at that time. Self-referrals (referring yourself or an account you control) are prohibited and will be automatically blocked.

15.5 Payout

Commission is calculated monthly and paid within five (5) business days of the referred Creator's subscription renewal. Payouts are applied as a credit to your next Platform Fee invoice. If your referral earnings exceed your Platform Fee for a given period, the surplus will be paid out via Stripe transfer. You are responsible for any applicable taxes on referral commission income.

15.6 30-Day Activation Window

Commission does not begin accruing until the referred Creator's 30-day money-back guarantee period has ended and their subscription is confirmed active. For example, if a referred Creator subscribes on March 1, their 30-day window closes on March 31, and commission accrual begins on March 31.

15.7 Permitted Promotion

The referral program is designed for organic promotion only, including link sharing, social media mentions, genuine recommendations, and word-of-mouth. The use of paid advertising (including but not limited to Google Ads, Facebook/Meta Ads, TikTok Ads, and programmatic display) to promote your referral link is not permitted. If BBF determines, in its reasonable discretion, that paid advertising is being used to drive referral signups, BBF reserves the right to suspend or terminate referral commissions on your account. BBF will make reasonable efforts to notify you before any suspension takes effect.

15.8 Referrer Changes

A referred Creator may request a change of referrer within sixty (60) days of their original signup date. Referrer change requests must come from the referred Creator (not the referrer) and should be directed to support@builtbyfoundry.io. BBF will process valid requests within a reasonable timeframe. Changes will not be made after the 60-day window has closed.

15.9 Program Modifications

BBF reserves the right to modify, suspend, or terminate the referral program at any time. If the program is modified or terminated, (a) commissions already earned and pending payout will still be paid, and (b) BBF will provide at least thirty (30) days' notice before any changes take effect, except in cases of fraud or abuse.

15.10 Referral Integrity

Referral commission is available only for genuine, independently controlled Creators acquired through permitted promotion. You may not create, buy, or facilitate fake, automated, duplicate, or disposable accounts; use accounts or payment methods you own or control; offer misleading or coercive incentives; coordinate collusive or self-dealing referral arrangements; misrepresent a referral's identity or eligibility; or manipulate clicks, cookies, attribution, conversion events, or reporting. Commission associated with prohibited or invalid activity will not be earned and is subject to Section 3.14.