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 Playpen Games, Inc., a Delaware corporation, doing business as "Built by Foundry" ("Foundry," "Company," "we," "us," or "our"). Each of Creator and Foundry, a "Party," and together the "Parties."Foundry's Privacy Policy 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.

1. The Platform

1.1 What Foundry Does

Foundry is an AI-powered platform that builds, publishes, operates, and continuously optimizes subscription mobile applications and games for content creators (the "Platform"). Unlike traditional development agencies or self-serve app builders, Foundry's Platform employs artificial-intelligence and machine-learning systems to autonomously handle product development, design, pricing experimentation, onboarding optimization, feature generation, performance monitoring, and audience engagement analysis. The Platform builds your product for you, publishes it to the applicable application store, and operates it on an ongoing basis as part of the services you subscribe to (the "Services").

1.2 How It Works

When you sign up and subscribe to a plan, Foundry will build a custom mobile application based on your brand, content direction, and audience (the "App"). After launch, Foundry's AI-powered systems will continuously optimize the App as part of the Platform Services. Revenue generated by the App flows through the Platform, and you receive your share as described in Section 3.

1.3 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 AI-powered 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.

1.4 AI and Automated Systems

Creator acknowledges and agrees that the Platform employs artificial-intelligence and machine-learning systems that may autonomously perform ongoing optimization activities on the App, 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 (collectively, "Automated Optimization"). Automated Optimization is enabled by default and operates continuously as part of the Platform Services. Creator may request that specific categories of Automated Optimization be disabled for the App by written notice to Foundry, and Foundry will implement such opt-out within a commercially reasonable period. Creator's approval is not required for Automated Optimization activities that do not alter Creator's branding, likeness, or the fundamental nature of the App.

1.5 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 Automated 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 reject an application for an Account for any reason, in its sole discretion.

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.

3. Fees, Revenue Share, and Payments

3.1 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, AI-powered optimization, ongoing maintenance, and support.

3.2 Revenue Share

In addition to the Platform Fee, Foundry will retain a percentage of Net Revenue generated by the App as specified in Creator's plan (the "Revenue Share"). Unless otherwise specified, the default Revenue Share is twenty percent (20%) of Net Revenue retained by Foundry, with the remaining eighty percent (80%) paid to Creator.

3.3 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.

3.4 Payment Mechanics

The payment flow will depend on the App Store account selection made during onboarding:(a) Foundry's App Store Account. If the App is published under Foundry's application store account, Foundry will collect all Net Revenue and pay Creator's share (Net Revenue less the Revenue Share) to Creator's payout account on file within five (5) business days after Foundry receives funds from the applicable marketplace.(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. Foundry will charge Creator's payment method on file for Foundry's Revenue Share on the 15th of each month for the prior month's billing period. Creator authorizes Foundry and its payment processors to initiate such charges and to re-attempt failed charges.

3.5 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.

3.6 Late Payments; Suspension

If a payment fails or remains unpaid for ten (10) days after notice, Foundry may suspend the App and Platform Services (including disabling hosted services, push notifications, analytics, and optimization) until amounts are paid in full. Continued nonpayment for thirty (30) days after notice constitutes material breach and may result in termination of Creator's Account.

3.7 Delinquent Accounts

If Foundry cannot process payment using Creator's payment method on file, Foundry may try again, require Creator to provide an alternative payment method, or debit any unpaid amounts from any balance owed to Creator. During suspension, the App will be taken offline and will not be visible to end users.

3.8 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).

3.9 Refund Policy

Foundry offers a full refund within thirty (30) days of Creator's first Platform Fee charge if Creator decides the Platform is not the right fit. After the first 30 days, all Platform Fee payments are nonrefundable. If Creator cancels after this period, Creator will retain access to the Platform Services through the end of the current billing cycle. For annual plans, if Creator cancels after the initial 30-day period, the annual payment is nonrefundable; Creator will retain access through the end of the annual term.

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, artificial-intelligence and machine-learning models, autonomous agents, automated optimization systems, tooling, frameworks, analytics systems, templates, libraries, source code, processes, documentation, know-how, and any improvements thereto (collectively, "Foundry Technology"). Nothing in this Agreement transfers ownership of Foundry Technology to Creator. For the avoidance of doubt, the App's underlying source code, architecture, and technical implementation are part of the Foundry Technology.

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 No Source Code Rights

Creator acknowledges that the App is built on and operated through the Foundry Platform. Creator does not acquire any right, title, or interest in the App's source code, underlying architecture, or technical implementation. Creator's rights are limited to the use of the Platform Services and the ownership of Creator IP as described in this Section 4.

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, commercially reasonable efforts to promote the App consistent with Creator's normal style and audience. Specific promotional requirements, if any, will be specified during onboarding and displayed in Creator's Account dashboard.

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) FTC endorsement and disclosure guidelines, privacy laws, and application store policies.

5.4 FTC Disclosure

Creator receives compensation through the Revenue Share arrangement described in Section 3. This may establish a "material connection" under FTC guidelines, which creates an obligation for Creator to provide appropriate disclosure to consumers when promoting the App.

5.5 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 does not respond to Foundry's communications for thirty (30) consecutive days, Foundry reserves the right to suspend or terminate Creator's Account.

5.6 Prohibited Activities

Creator will not: (a) attempt to reverse-engineer, decompile, or otherwise access the source code of the Platform or any App, (b) use the Platform in any manner that could damage, disable, or impair the Services, (c) make false, misleading, or disparaging 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 AI and machine-learning systems to power Automated Optimization.

6.2 Creator Dashboard

Creator will receive access to a dashboard with real-time or near-real-time visibility into revenue metrics, user engagement, and other key performance indicators.

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 AI 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.

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 and Creator-provided content in a commercially reasonable format within thirty (30) days. For the avoidance of doubt, data portability does not include Foundry Technology, source code, Platform configurations, or Automated Optimization data.

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 for AI-powered software platforms.

8.4 AI Disclaimer

Creator acknowledges that certain Platform Services, including Automated Optimization, are powered by artificial-intelligence and machine-learning systems that operate probabilistically and may produce variable results. Foundry does not warrant that (a) Automated Optimization will achieve specific revenue, conversion, or performance targets, (b) AI-generated recommendations, content, or modifications will be free of errors or always aligned with Creator's preferences, or (c) the results of Automated Optimization will be consistent over time.

8.5 General Disclaimer

THE SERVICES, PLATFORM, AUTOMATED OPTIMIZATION, 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, (b) Creator's breach of this Agreement, (c) Creator's promotions or disclosures, or (d) Creator's violation of any law or third-party rights.

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 (excluding Creator IP and third-party components), infringes a United States copyright or trademark, provided that Creator promptly notifies Foundry and cooperates in the defense.

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 when Creator creates an Account and continues until terminated as provided herein.

11.2 Creator Cancellation

Creator may cancel the Account and terminate this Agreement at any time by contacting support@builtbyfoundry.io. Upon cancellation, Creator will retain access to Platform Services through the end of the current billing cycle.

11.3 Foundry Cancellation

Foundry may suspend or terminate Creator's Account at any time, without notice, for any reason, including if Foundry suspects Creator has engaged in fraudulent activity or has materially breached this Agreement.

11.4 Effect of Termination

Upon termination: (a) Foundry will cease providing the Services and Creator will no longer have access to the Account, (b) the App will be taken offline or de-branded at Foundry's discretion, (c) Foundry will provide a final revenue statement and pay any undisputed amounts owed to Creator within thirty (30) days, (d) Creator's license to the Platform will terminate, and (e) Foundry's license to Creator IP will terminate, except for a limited wind-down period of up to thirty (30) days to support existing users and process refunds, chargebacks, and final payments.

11.5 Creator IP After Termination

Upon termination, Foundry will remove Creator IP (name, likeness, branding) from the App and marketing channels within thirty (30) days. Foundry may continue operating a de-branded version of the App after removal of Creator IP.

11.6 Outstanding Fees

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

11.7 Data Export

Creator may request an export of Creator IP and Creator-provided content in accordance with Section 6.5 at any time prior to or within thirty (30) days after termination.

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 will award fees and costs consistent with applicable law. Unless prohibited by law, the prevailing Party will be entitled to recover reasonable attorneys' fees and costs.

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 Policy, Acceptable Use Policy, and any plan-specific terms presented during onboarding, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous agreements, understandings, and communications.

13.3 Amendments

Foundry may update this Agreement at any time by posting dated changes to builtbyfoundry.io/policies. If a change materially and negatively affects Creator's use of the Services, Foundry will provide reasonable notice to Creator's primary email address. Continued use of the Platform after notice constitutes acceptance of the updated 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 creates a partnership, joint venture, employment, or agency relationship.

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 "Automated Optimization" has the meaning set forth in Section 1.4.14.4 "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 "Net Revenue" has the meaning set forth in Section 3.3.14.10 "Performance Data" has the meaning set forth in Section 6.1.14.11 "Platform" means Foundry's hosted AI-powered application development and optimization platform.14.12 "Platform Fee" has the meaning set forth in Section 3.1.14.13 "Platform Services" means the hosted services, infrastructure, AI-powered systems, and support that Foundry provides in connection with an App, including (without limitation) hosting, analytics, automated optimization, push notifications, and ongoing maintenance.14.14 "Revenue Share" has the meaning set forth in Section 3.2.14.15 "Services" has the meaning set forth in Section 1.1.