DRAFT — FOR LAWYER REVIEW — NOT FOR LIVE USE

4. DRAFT — FOR LAWYER REVIEW — NOT FOR LIVE USE

Brand Role Schedule

Version: 0.1-draft
Effective Date: [PLACEHOLDER]

This Brand Role Schedule (the “Brand Schedule”) supplements the Master Platform Agreement and applies when the Organisation activates or uses the Brand role.

4.1 Brand Role

1. A Brand may create and control product identity, master data, brand assets, representation rules, vendor authorisation, and related marketplace presence for its branded products.
2. A Brand may also act as a direct seller where it separately activates the Vendor role.

4.2 Brand Authority and Brand Assets

1. The Brand represents and warrants that it owns, controls, or is otherwise authorised to use the trademarks, trade names, logos, imagery, 3D assets, technical specifications, manuals, and other brand materials it uploads or provides.
2. The Brand retains ownership of its brand assets, subject to the licence granted in this Schedule and the Master Platform Agreement.

4.3 Licence to FutureProof

The Brand grants FutureProof a worldwide, non-exclusive, royalty-free licence during the Term to host, reproduce, display, adapt for formatting, distribute, and otherwise use Brand assets and product master data to:

1. operate the marketplace;
2. display catalogues, listings, 3D experiences, and search results;
3. support creator proof, campaign, and vendor authorisation workflows;
4. promote the Brand’s presence on the Platform.

4.4 Product Master Data Responsibilities

1. The Brand is responsible for the truthfulness, completeness, and currency of the product master records it controls.
2. The Brand shall ensure that technical specifications, certifications, performance claims, compatibility statements, and compliance representations are substantiated and not misleading.
3. The Brand shall promptly update master data where a specification changes, a certification expires, a safety issue arises, or a representation is no longer accurate.

4.5 Brand Approvals and Representation Controls

1. FutureProof may provide approval tools enabling the Brand to review or approve:
   1. product master changes;
   2. branded asset usage;
   3. certain creator proof displays;
   4. certain vendor-facing branded listing details.
2. Unless otherwise specified by FutureProof, Brand approval rights do not limit FutureProof’s ability to:
   1. remove misleading or unlawful content;
   2. preserve transaction history;
   3. comply with legal obligations;
   4. maintain core marketplace formatting and search/indexing logic.

4.6 Vendor Authorisation

1. The Brand may authorise Vendors to offer branded products through the Platform.
2. The Brand shall provide accurate and current records of authorised sellers, restrictions, and any revocations.
3. FutureProof may rely on authorisation data supplied by the Brand unless it has actual knowledge that the data is materially inaccurate.
4. The Brand acknowledges that revoking vendor authorisation may not unwind already accepted orders unless expressly stated by FutureProof or required by law.

4.7 Pricing Policy and MAP/MSRP

1. If the Brand uses MAP, MSRP, or other pricing controls through the Platform, the Brand is solely responsible for the legality and enforceability of those policies.
2. FutureProof does not provide legal advice on competition, antitrust, or resale-price-maintenance issues and may decline to operationalise a pricing policy it reasonably believes creates legal risk.

4.8 Trademark and Publicity

1. The Brand authorises FutureProof to use Brand marks to identify the Brand and its products on the Platform in accordance with the Brand’s reasonable trademark guidelines.
2. The Brand may not use FutureProof’s trademarks except as expressly permitted in writing.

4.9 Creator Collaborations

1. FutureProof may provide tools allowing the Brand to discover, contact, invite, or collaborate with Creators.
2. Unless FutureProof is expressly identified as a contracting party in a campaign brief or separate agreement, campaign obligations remain between the Brand and the Creator, with FutureProof acting as platform operator and attribution/payments facilitator only.
3. The Brand is responsible for ensuring its campaign briefs, claims, product instructions, and approvals comply with Applicable Law and Platform rules.

4.10 3D Commissions

1. The Brand may commission 3D Partners for asset creation or conversion through the Platform.
2. Unless otherwise stated in an SOW or the 3D Partner Schedule, the Brand is responsible for:
   1. providing accurate source materials;
   2. defining approval criteria;
   3. timely review and feedback;
   4. paying any agreed service fees.

4.11 Direct Sales by Brand

If the Brand also sells products directly through the Platform, it must activate the Vendor role and comply with the Vendor Schedule for those transactions.

4.12 Fees and Payouts

1. The Brand shall pay fees applicable to Brand services, direct sales, campaigns, or commissioned work as set out in the Fee Schedule or specific order documentation.
2. Payouts, if any, are subject to payment processor terms, reserves, offsets, and the minimum withdrawal threshold.

4.13 Brand Warranties

The Brand represents and warrants that:

1. it has the right to control or provide the assets and data it submits;
2. its claims are truthful and substantiated;
3. its authorisation data is accurate;
4. its use of creator or 3D partner deliverables complies with the applicable agreements.

4.14 Suspension and Removal

FutureProof may suspend Brand privileges where the Brand:

1. repeatedly submits misleading or inaccurate catalog data;
2. misuses takedown or authorisation tools;
3. makes unlawful pricing or marketing demands;
4. violates the Master Platform Agreement or this Schedule.

4.15 Operationalization Notes

Build requirements:

• brand-to-vendor authorisation table
• product-master ownership model
• brand asset approval workflow
• campaign invitation tools
• 3D commission request workflow
• optional MAP/MSRP policy flagging