Partner Agreement

1. The parties

This Partner Agreement (the “Agreement”) is between Garrison Smith, doing business as Foundry, Spring Hill, Tennessee (“Foundry,” “we,” “us”) and the person or business accepted into the Foundry partner program (“you”). It starts the day we approve your application.

2. What a partner does

You introduce gun shops, ranges, gunsmiths and other firearms businesses to Foundry. When one of them signs up through your personal link, your code, or a preview you made for them, that business is credited to you as your client.

Foundry does the rest: the design, the build, hosting, billing, changes and support. You don't build sites, take payments or sign anything on a client's behalf.

3. You're independent

You are an independent contractor. You are not our employee, agent, franchisee or legal partner, and you can't make promises or sign agreements for Foundry. You choose when, where and how much you work, and you cover your own costs.

You're responsible for your own taxes, licenses and insurance. Nothing here is exclusive: you can sell other things, and we can work with other partners and sell directly.

4. Your share

You earn 65% (or the share shown on your partner desk, if different) of every plan payment and paid add on payment we actually collect from a client credited to you, for as long as that client keeps paying and this Agreement is in effect.

Your share is figured on what the client paid, before card processing fees, which we cover. You don't earn on one time fees such as extra revisions, on taxes, on free or discounted periods where nothing was charged, or on payments that are refunded, reversed or disputed.

We can change the program, including the share for clients you bring in later, by giving you 30 days notice by email. A change never lowers your share on clients already credited to you.

5. Who gets credit

A client is credited to the partner whose link or code was used at checkout, or whose preview the client signed up from. Once a client is credited to you, that credit doesn't move to anyone else.

You can't earn on your own business, on a business you own or control, or on anyone who was already a Foundry client. A shop Foundry contacted or heard from in the 90 days before it signed up may be credited to Foundry instead, at our reasonable discretion. Our records decide who is credited, and we'll tell you if we remove a credit and why.

When you add a shop to your prospect list, it's held for you for 60 days. During that time other partners can't add it, and our own outreach leaves it alone.

6. When you're paid

Each time a client pays, your share is set aside for you in Stripe. A share clears once that client's site is live and 30 days have passed since the payment, or 90 days after the payment either way. This hold exists because every Foundry client has a money back guarantee until their site launches.

Once a share has cleared, it's sent to the bank account you gave Stripe, normally that same day and never less often than once a month. It usually lands a business day or two later. Amounts under $10 roll over until they add up. To be paid you need to finish payout setup with Stripe, which verifies your identity and collects your tax details. Stripe's own terms apply to your Stripe account.

If you earn enough in a year to require one, you'll receive a Form 1099. Keep the details in your Stripe account current.

7. Refunds and chargebacks

If a client's payment is refunded, reversed or disputed, your share of that payment comes back. If it has already been paid to you, it comes out of your next shares until it's settled. If a disputed payment is later decided in our favor, we add your share back.

8. How you sell

Be honest. Tell shops you're an independent Foundry partner. Quote only the plans, prices and promises published on foundry.garrisonsmith.com. Don't offer discounts or terms we haven't published, and don't promise results such as search rankings, sales or traffic.

Don't use Foundry's name in ads, domain names, social media handles or business names, and don't buy ads on searches for “Foundry” or “Garrison Smith.” You may use our name and logo, unchanged, to say you're a Foundry partner.

Follow the law wherever you sell, including the rules for the firearms industry and for advertising.

9. Email, calls and texts

Emails you send to shops are your own, sent from your own mailbox. Every sales email must be honest about who it's from, carry your name and a real mailing address, and give a working way to opt out. That's what the federal CAN-SPAM Act requires. The emails your partner desk writes for you include all of this once you add your mailing address.

When a shop asks not to be contacted, mark them as opted out on your desk the same day and never contact them again. Opt outs are shared across Foundry and are permanent. Don't email shops your desk says are off limits.

Don't send automated calls or marketing texts to anyone who hasn't agreed to receive them.

10. Your tools

Your partner desk gives you previews, site reviews and written emails to help you sell. Site reviews are produced by automated checks and can contain mistakes, so read each one before you share it and switch off anything that looks wrong. Previews and reviews come down on their own after 60 days.

The tools are provided as they are. We may change or limit them, and we set daily limits on how many shops you can add and check.

11. Client information

Use what you learn about shops and clients only to sell and support Foundry. Don't sell it, share it or use it to market anything else without their permission. What you see on your desk about your clients (their plan, their status and what they've paid) is confidential.

12. Pausing and ending

You can leave the program at any time by emailing us. If you leave, or simply stop selling, you keep earning on your clients for as long as they keep paying, provided you keep your Stripe account in good standing and keep to this Agreement.

We can pause your account, which switches off your link and code for new signups while you keep earning on the clients you have. We can end your account if you break this Agreement, mislead a shop, send spam, attempt fraud or harm Foundry's name. If we end your account for one of those reasons, no new shares are earned from that day. Shares that had already cleared are still paid, less anything you owe.

Sections 3, 7, 11, 13 and 14 continue after this Agreement ends.

13. No guarantees, and limits on liability

We don't promise any level of sales or earnings. Clients can cancel at any time, and plans and prices can change.

Neither of us is liable to the other for indirect, incidental or consequential damages, or for lost profits. Our total liability under this Agreement is limited to the shares paid to you in the 3 months before the claim. You agree to cover our reasonable costs if a claim against us comes from something you said or did in breach of this Agreement.

14. The fine print

This is the whole agreement between us about the partner program. If one part can't be enforced, the rest still stands. You can't transfer this Agreement to someone else without our written consent.

If a problem comes up, we'll both try to resolve it informally for 30 days first. This Agreement is governed by the laws of the State of Tennessee, and disputes will be handled in the state or federal courts located in Tennessee.

Questions? Email [email protected].