DRAFT — FOR LAWYER REVIEW — NOT FOR LIVE USE

Master Platform Agreement

Version: 0.1-draft
Effective Date: [PLACEHOLDER]

This Master Platform Agreement (the “Agreement”) is entered into between FutureProof Products Inc., a corporation existing under the laws of [PLACEHOLDER], with its registered office at [PLACEHOLDER] (“FutureProof”, “we”, “us”, or “our”), and the organisation identified during account creation or role activation (“Organisation”, “you”, or “your”).

By clicking to accept this Agreement, an authorised Owner of the Organisation, or an Admin with express legal-acceptance permission enabled in platform settings, agrees on behalf of the Organisation to be bound by this Agreement and each Role Schedule the Organisation activates.

2.1 Purpose and Relationship of Documents

1. This Agreement sets out the universal terms governing access to and use of the FutureProof marketplace, software tools, account system, payments tooling, and related services (collectively, the “Platform”).
2. Additional role-specific terms apply when an Organisation activates one or more Platform roles, including Vendor, Brand, Creator, and 3D Partner. Each such schedule is incorporated into this Agreement by reference as a “Role Schedule.”
3. The Fee Schedule forms part of this Agreement and applies to all fee-bearing Platform activities.
4. If there is a conflict between this Agreement and a Role Schedule, the Role Schedule governs only to the extent of that conflict for the relevant role. A specific order form, SOW, campaign brief, or RFQ award document will govern over both for the subject matter expressly covered in that document.

2.2 Definitions

In this Agreement:

• “Account” means the Organisation’s account and all Member access credentials associated with it.
• “Affiliate” means, with respect to a party, an entity controlling, controlled by, or under common control with that party.
• “Applicable Law” means all laws, regulations, rules, codes, orders, and binding governmental guidance applicable to the party or activity in question.
• “Buyer” means an individual or organisation purchasing or seeking to purchase goods or services through the Platform.
• “Content” means data, text, images, product specifications, CAD files, 3D models, videos, campaign materials, offers, listings, reviews, comments, communications, and any other material made available through the Platform.
• “Member” means an individual user invited to the Organisation’s account.
• “Organisation Data” means information submitted by or on behalf of the Organisation, including tax, billing, payout, operational, and contact data.
• “Organisation Roles” means the roles available on the Platform from time to time, including Vendor, Brand, Creator, and 3D Partner.
• “Order” means a completed marketplace transaction, including any RFQ award that results in a payment obligation.
• “Platform Data” means aggregated, anonymised, and system-generated operational, analytical, and performance data derived from use of the Platform.
• “Role Schedule” means a role-specific schedule accepted by the Organisation.
• “Taxes” means all sales, use, excise, GST, HST, PST, QST, VAT, withholding, and similar taxes, duties, levies, and governmental charges, excluding taxes on FutureProof’s net income.

2.3 Organisation Authority and Account Structure

1. The Organisation represents and warrants that:
   1. it is duly organised, validly existing, and in good standing where required by Applicable Law;
   2. the individual accepting this Agreement is authorised to bind the Organisation; and
   3. all information provided in connection with account creation or role activation is complete and accurate in all material respects.
2. The Organisation is solely responsible for:
   1. assigning and managing Member permissions;
   2. ensuring only authorised persons access the Account;
   3. promptly revoking access for departed personnel or contractors;
   4. maintaining accurate legal, tax, payout, and notice information.
3. The Organisation is responsible for all actions taken through its Account, whether authorised or unauthorised, unless and to the extent caused by FutureProof’s own breach of this Agreement or gross negligence.

2.4 Member Permissions

1. FutureProof may make available role-based permissions including Owner, Admin, Finance, Catalog, Creator Manager, Logistics, and other permissions.
2. Unless FutureProof expressly enables a broader configuration, only an Owner may:
   1. accept this Agreement or a Role Schedule;
   2. change payout or tax information;
   3. add or remove Owners;
   4. authorise mergers, transfers, or organisational restructuring on the Platform.
3. The Organisation must maintain at least one active Owner at all times.

2.5 Platform Access and Licence

1. Subject to this Agreement, FutureProof grants the Organisation a limited, non-exclusive, non-transferable, revocable right during the Term to access and use the Platform for its internal business purposes and for the activities permitted by its activated Roles.
2. The Organisation shall not, and shall not permit any third party to:
   1. copy, modify, or create derivative works of the Platform except as expressly permitted;
   2. reverse engineer or attempt to extract source code, trade secrets, or non-public system logic;
   3. access the Platform to build a competing service or benchmark it for publication without consent;
   4. interfere with Platform security, integrity, or availability;
   5. scrape, harvest, or automate collection of Platform data except through approved APIs or express written approval.

2.6 Platform Roles and No Seller-of-Record Assumption

1. FutureProof acts as a platform operator and may also act, depending on the workflow and jurisdiction, as:
   1. a marketplace facilitator for sales tax collection and remittance;
   2. a payment intermediary through a payment service provider;
   3. a platform-administered release manager for RFQ or milestone funds; and
   4. a facilitator of communications and matching between stakeholders.
2. Unless a separate written document expressly states otherwise, FutureProof is not the seller of record for products or services listed by Vendors, Brands, or 3D Partners.
3. The party identified in the applicable listing, offer, order, SOW, or award document remains responsible for the applicable goods or services and all obligations arising from that party’s role.

2.7 Fees, Payments, and Payouts

1. The Organisation shall pay all fees, commissions, and charges described in the Fee Schedule and any applicable Role Schedule.
2. FutureProof may deduct or cause to be deducted fees, refunds, chargebacks, reserves, taxes, and other authorised offsets from payouts otherwise due to the Organisation.
3. FutureProof may use one or more third-party payment processors, including Stripe Connect or its successors. The Organisation shall comply with the payment processor’s applicable terms, onboarding requirements, and verification rules.
4. Payouts may be delayed, withheld, or adjusted where reasonably necessary for:
   1. refunds, returns, chargebacks, or disputes;
   2. fraud review or sanctions screening;
   3. tax withholding or remittance;
   4. incomplete or inaccurate account information;
   5. breach of this Agreement or a Role Schedule.
5. FutureProof may establish reserve balances where reasonably necessary to address risk, expected reversals, or unresolved disputes, upon notice to the Organisation.

2.8 Taxes

1. Each party is responsible for its own income taxes.
2. The Organisation is responsible for determining and satisfying its own tax registration, filing, exemption-document, and reporting obligations except to the extent a Role Schedule, Fee Schedule, or jurisdiction-specific annex expressly allocates a specific collection or remittance obligation to FutureProof.
3. If and where FutureProof is legally treated as a marketplace facilitator or similar collecting intermediary, FutureProof may collect and remit applicable Taxes on qualifying transactions, and the Organisation shall provide information reasonably required to support such collection or remittance.
4. If FutureProof is not legally obligated or operationally configured to collect and remit Taxes for a transaction, the Organisation remains responsible for the collection, reporting, and remittance obligations applicable to its sale, service, or campaign.
5. The Organisation shall provide valid exemption certificates, resale certificates, direct-pay permits, or similar documentation where applicable.

2.9 Content and Data Licences

1. The Organisation retains ownership of its Content, subject to the rights granted in this Agreement and any applicable Role Schedule.
2. The Organisation grants FutureProof a worldwide, non-exclusive, royalty-free licence during the Term and any post-termination period reasonably necessary for operational wind-down to:
   1. host, reproduce, display, distribute, index, adapt for formatting, and otherwise use Organisation Content;
   2. provide, promote, operate, secure, and improve the Platform;
   3. fulfil transactions, campaigns, RFQs, and service workflows;
   4. create and use Platform Data.
3. FutureProof may use Organisation names, logos, and public-facing content to identify the Organisation as a participant on the Platform, subject to any reasonable brand-use guidelines provided by the Organisation and the Brand Schedule, where applicable.
4. The Organisation represents and warrants that it has all rights necessary to submit, upload, publish, licence, and authorise use of the Content.

2.10 Acceptable Use and Platform Integrity

The Organisation shall not:

1. provide false, incomplete, misleading, or deceptive information;
2. engage in fraud, click fraud, bot traffic, identity manipulation, fake engagement, shill behaviour, undisclosed endorsements, or any scheme intended to manipulate rankings, referrals, or trust metrics;
3. circumvent the Platform to avoid fees for transactions or relationships materially sourced through the Platform during the applicable restricted period in a Role Schedule or project document;
4. upload malware, dangerous code, or harmful content;
5. infringe third-party rights, including privacy, publicity, copyright, trademark, trade secret, or contractual rights;
6. use the Platform in violation of consumer-protection, sanctions, export-control, privacy, advertising, anti-spam, competition, or tax laws.

2.11 Privacy, Analytics, and Audit Evidence

1. FutureProof will handle personal information in accordance with its Privacy Policy and Applicable Law.
2. The Organisation shall obtain and maintain any notices and consents required for personal information it submits to the Platform.
3. FutureProof may generate and use Platform Data for analytics, fraud detection, service improvement, benchmarking, and reporting, provided Platform Data does not identify the Organisation or any individual as the source except as necessary to provide the services or enforce this Agreement.
4. FutureProof may retain audit evidence relating to acceptance events, account changes, payout changes, disputes, delivery confirmation, fraud reviews, and compliance events.

2.12 Confidentiality

1. Confidential Information means non-public information disclosed by one party to the other that a reasonable person would understand to be confidential, including business plans, product roadmaps, pricing, unpublished specifications, source files, technical data, campaign plans, buyer lists, and security information.
2. The receiving party shall:
   1. use Confidential Information only to perform under this Agreement;
   2. protect it using at least reasonable care;
   3. disclose it only to personnel, Affiliates, contractors, or advisers with a need to know and who are bound by confidentiality obligations no less protective than those here.
3. Confidential Information does not include information that:
   1. is or becomes public without breach;
   2. was lawfully known by the receiving party without restriction;
   3. is lawfully received from a third party without breach;
   4. is independently developed without use of the Confidential Information.
4. A receiving party may disclose Confidential Information where legally compelled, provided it gives prompt notice where legally permitted and reasonably cooperates with protective measures.

2.13 Warranties and Disclaimers

1. Each party warrants that it has authority to enter into this Agreement.
2. FutureProof warrants that it will provide the Platform in a professional and commercially reasonable manner.
3. Except as expressly stated, the Platform is provided “as is” and “as available.”
4. To the fullest extent permitted by law, FutureProof disclaims all implied warranties and conditions, including merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted availability, and error-free operation.
5. FutureProof does not warrant:
   1. transaction volume,
   2. rankings, visibility, or conversion rates,
   3. uninterrupted availability,
   4. tax outcomes,
   5. compliance of third-party content or products,
   6. the conduct of Buyers, Vendors, Brands, Creators, or 3D Partners.

2.14 Indemnities

1. The Organisation shall indemnify, defend, and hold harmless FutureProof and its directors, officers, employees, and agents from and against third-party claims, damages, losses, penalties, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:
   1. the Organisation’s Content;
   2. the Organisation’s products, services, campaigns, deliverables, or offers;
   3. the Organisation’s breach of this Agreement or any Role Schedule;
   4. personal injury, property damage, recall, safety issue, or compliance failure caused by the Organisation’s goods or services;
   5. misleading marketing, undisclosed endorsements, IP infringement, data misuse, or tax non-compliance by the Organisation.
2. FutureProof shall indemnify the Organisation against third-party claims that the Platform, when used as authorised, infringes a third party’s intellectual property rights, except to the extent arising from Organisation Content, combinations not supplied by FutureProof, or modifications not made by FutureProof.
3. The indemnified party shall promptly notify the indemnifying party of any claim, subject to no waiver where delay does not materially prejudice the defence.

2.15 Limitation of Liability

1. Subject to Section 2.15(3), neither party shall be liable for indirect, incidental, special, punitive, or consequential damages, including lost profits, revenue, goodwill, or opportunity.
2. Subject to Section 2.15(3), each party’s aggregate liability arising out of or relating to this Agreement shall not exceed [PLACEHOLDER liability cap formula].
3. The limitations in this Section do not apply to:
   1. fraud or wilful misconduct;
   2. death or personal injury caused by negligence where non-excludable;
   3. unpaid fees;
   4. a party’s confidentiality obligations;
   5. infringement or misappropriation of the other party’s intellectual property;
   6. indemnity obligations, to the extent counsel confirms appropriate carve-outs;
   7. liabilities that cannot be limited by law.

2.16 Suspension

FutureProof may suspend or restrict access to the Platform immediately if it reasonably believes:

1. the Organisation or a Member has materially breached this Agreement or a Role Schedule;
2. suspension is necessary to prevent fraud, security harm, legal exposure, or harm to users;
3. the Organisation has failed to complete required verification, tax, payout, or compliance steps;
4. the Organisation poses unacceptable refund, chargeback, safety, or trust risk.

2.17 Term and Termination

1. This Agreement begins on the Effective Date and continues until terminated.
2. Either party may terminate this Agreement for convenience on [PLACEHOLDER notice period] written notice, unless a transaction, SOW, RFQ award, or campaign document remains in force.
3. Either party may terminate for material breach if the breach is not cured within 30 days after written notice, except where immediate termination is justified by fraud, illegality, repeated deceptive practices, or significant security risk.
4. Termination of this Agreement automatically terminates all Role Schedules unless FutureProof expressly permits a narrower role-level deactivation.

2.18 Effect of Termination

Upon termination:

1. the Organisation’s access rights cease;
2. outstanding fees, payment obligations, refund obligations, and dispute rights survive;
3. FutureProof may retain records reasonably required for compliance, fraud prevention, tax, accounting, dispute resolution, or legal obligations;
4. FutureProof may continue limited use of surviving public references reasonably necessary to preserve historical transaction integrity unless otherwise required by law;
5. each party shall return or destroy the other party’s Confidential Information, subject to legal retention rights.

2.19 Acceptance Evidence and Electronic Records

1. The parties agree that electronic acceptance, electronic records, and clickwrap workflows may be used to form binding agreements.
2. FutureProof may record, store, and rely on acceptance evidence including:
   1. agreement type,
   2. version number,
   3. rendered content hash,
   4. organisation ID,
   5. accepting user ID,
   6. timestamp,
   7. IP address and user agent,
   8. re-consent event history.
3. The parties agree that such records are admissible and may be used to demonstrate acceptance to the fullest extent permitted by law.

2.20 Changes to the Agreement

1. FutureProof may modify this Agreement on notice.
2. Material changes will take effect on the later of:
   1. the stated effective date;
   2. the Organisation’s required re-consent event, if FutureProof designates re-consent as required.
3. Continued use after a non-material change becomes effective constitutes acceptance where permitted by law and where FutureProof has provided reasonable notice.

2.21 Force Majeure

Neither party will be liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, war, cyberattacks of extraordinary scope, labour disruptions, government action, telecommunications failure, or payment network outages, except that payment obligations for amounts already due are not excused.

2.22 Assignment and Change of Control

The Organisation may not assign this Agreement without FutureProof’s prior written consent, not to be unreasonably withheld, except to a successor in connection with a merger, reorganisation, or sale of substantially all assets, provided the successor agrees in writing to be bound. FutureProof may assign this Agreement to an Affiliate or successor.

2.23 Governing Law and Disputes

1. This Agreement is governed by the laws of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law rules.
2. Subject to any mandatory consumer-rights laws, the parties attorn to the exclusive jurisdiction of the courts of Ontario sitting in Toronto, Ontario.
3. Before commencing litigation, the parties shall use commercially reasonable efforts to escalate the dispute to senior representatives for at least 30 days, except for urgent injunctive relief.

2.24 General

This Agreement, together with the Role Schedules, Fee Schedule, Privacy Policy, and any applicable order forms or SOWs, constitutes the entire agreement between the parties on its subject matter. No waiver is effective unless in writing. If any provision is unenforceable, the remainder remains in effect.

2.25 Operationalization Notes

Minimum implementation requirements:

• agreement version table
• rendered content hash storage
• acceptance-event ledger
• owner/admin legal-acceptance permission model
• re-consent workflow
• audit trail for payout, tax, and role changes
• downloadable agreement archive per organisation