Delivery Information

Delivery Information


Here at Future Platform, we deliver our software or products base on custom needs and support. It will and shall be comply accordingly to which Master Agreement of the custom made projects depending on both agreement of selling and buying parties.


Basic Master Agreement :


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FUTURE PLATFORM SOFTWARE

MASTER SOFTWARE LICENSE AGREEMENT

NOTE: THIS MASTER SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) WILL ONLY APPLY TO THE EXTENT THAT NO

BINDING AGREEMENT, WRITTEN OR ELECTRONIC, (THE “OTHER AGREEMENT”) IS ALREADY IN PLACE BETWEEN

LICENSEE (DEFINED BELOW) AND FUTURE PLATFORM SOFTWARE, INC., A DELAWARE CORPORATION (“FUTURE PLATFORM”), PERTAINING TO

THE PRODUCTS AND/OR SERVICES TO WHICH THIS AGREEMENT APPLIES. TO THE EXTENT THAT ANY OTHER

AGREEMENT IS IN EFFECT, THEN SUCH OTHER AGREEMENT WILL GOVERN LICENSEE’S USE OF THE SOFTWARE (AS

DEFINED BELOW) AND THIS AGREEMENT WILL NOT APPLY EVEN IF YOU ARE REQUIRED TO CLICK THE BOX

AFFIRMING YOUR CONSENT TO THE TERMS OF THIS AGREEMENT.

YOU HEREBY AGREE THAT YOU HAVE THE REQUISITE AUTHORITY, POWER AND RIGHT TO FULLY BIND THE PERSON

AND/OR ENTITIE(S) (COLLECTIVELY, THE “LICENSEE”) WISHING TO USE THE SOFTWARE LISTED ON THE ORDERING

DOCUMENT (AS DEFINED BELOW). THE TERMS OF EACH ORDERING DOCUMENT WILL SET FORTH THE SPECIFIC

TERMS OF THE ORDER AND SHALL BE EFFECTIVE AS OF THE DATE SET FORTH THEREIN (THE “EFFECTIVE DATE”), BUT

ALL APPLICABLE TERMS AND CONDITIONS BELOW SHALL APPLY.

IF YOU DO NOT HAVE THE AUTHORITY TO BIND THE LICENSEE OR YOU OR THE LICENSEE DO NOT AGREE TO ANY OF

THE TERMS BELOW, FUTURE PLATFORM IS UNWILLING TO PROVIDE THE SOLUTION TO THE LICENSEE, AND YOU SHOULD

DISCONTINUE THE ORDER PROCESS.

1. Ordering. Licensee may under this Agreement order (a) licenses to the Future Platform software product known as Future Platform™ (in object code format)

(“Software”), (b) related hosting services (“Hosting Services”), (c) related maintenance and support services (“Maintenance and

Support”) and/or (d) related professional services (“Professional Services”). All orders will be consummated through either (i) the

submission by Future Platform of either a quote or proposal and subsequent confirmation of the order through a Future Platform invoice or (ii) mutual

execution of an order form (each, an “Ordering Document”).

2. License Grant and Restrictions.

2.1. License. Solely during the license term set forth in the Ordering Document, Future Platform hereby grants to Licensee a limited, revocable,

non-exclusive, personal and non-transferable license to use (i) a single instance of the Software for production purposes and (ii)

another single instance of the Software for testing (i.e., non-production) purposes, in each such case for Licensee’s own internal

business purposes and subject to the terms of this Agreement. Updates and Upgrades (defined in the Support Terms defined in

Section 10 below) that are provided as part of Maintenance and Support are deemed part of the Software for purposes of this

Agreement.

2.2. Number of Users. Future Platform licenses the Software for use by Licensee’s employees and contractors (each a “User”) under one of the

following four models: (a) a Named Creator User license, (b) a Floating Creator User license, or (c) a Named Stakeholder User

license or (d) a Named Reviewer User license. The Ordering Document specifies the particular license model under which

Licensee is obtaining the Software and the number of such licenses acquired.

2.2.1. Under a “Named Creator User” license Licensee must specify the particular User by name. Named Creator Users have full

access rights to the Software (unless configured otherwise by Licensee’s designated administrative User (“Admin User”)).

The Admin User may change the particular person to which a Named Creator User license applies at any time through the

configuration features of the Software. The number of Named Creator User licenses acquired will be set forth on the

Ordering Document.

2.2.2. Under a “Floating Creator User” license Licensee may allow access to the Software by up to ten (10) aggregate Users per

Floating User license; provided, however, that not more one such User may access the Software at any given time. Floating

Creator Users have full access rights to the Software (unless configured otherwise by the Admin User).

2.2.3. A “Named Stakeholder User” license has the same requirements and rights as a Named Creator User license except that (a)

Users will have read-only access to the Software and its content without the ability of the Admin User to increase the

functionality available to such Users and (b) Users will be able to add comments to content made available through the

Software.

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2.2.4. A “Named Reviewer User” license has the same rights and requirements as a Named Stakeholder User license except that

access for Named Reviewer Users is limited to the Review Center (a Future Platform module) where they can participate in reviews and

provide feedback and changes.

2.2.5. Licensee acknowledges that the Software does or in the future may include functionality that limits Licensee from exceeding

the total number of permitted Users and that permits Future Platform to monitor and track the number of Users accessing the Software

under each licensing model to ensure compliance with this Agreement.

2.3. Installed or Hosted. As set forth on the Ordering Document, the Software will either be installed on Licensee’s servers (“Installed

Solution”) or hosted by Future Platform’s hosting provider and made available through a password-protected URL (“Hosted Solution”).

Licensee is solely responsible for any and all use of passwords provided by Future Platform.

2.4. Restrictions: Licensee and its Users shall not undertake the following activities without the express written consent of Future Platform (except

to the extent that Licensee is permitted to do so under applicable law in circumstances where such applicable law does not permit

Future Platform to prevent Licensee from doing so): (a) reverse engineer or otherwise attempt to discover the source code of or trade secrets

embodied in the Software; (b) distribute, lend, rent, sell, transfer or grant sublicenses to, or otherwise make available the Software

(or any portion thereof) to third parties; (c) embed or incorporate in any manner Software (or any element thereof) into other

applications of Licensee or third parties; (d) create modifications to or derivative works of Software; (e) reproduce Software except

that Licensee may make one archival copies of the Installed Solution solely for backup purposes; (f) in any way access, use, or copy

any portion of the Software code (including the logic and/or architecture thereof and any trade secrets included therein) to directly

or indirectly develop, promote, distribute, sell or support any product or service that is competitive with Software or (g) remove,

obscure or alter any copyright notices or any name, logo, tagline or other designation of Future Platform displayed on any display screen

within Software (“Future Platform Marks”). The Software is a “commercial item,” as that term is defined at 48 C.F.R. 2.101 (OCT 1995), and

more specifically is “commercial computer software” and “commercial computer software documentation,” as such terms are used

in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995),

the Software is provided to U.S. Government End Users (i) only as a commercial end item and (ii) with only those rights as are

granted to all other end users pursuant to the terms and conditions herein.

3. Publicity Rights. Licensee hereby agrees that Future Platform may list Licensee as a customer who uses the Software on the Future Platform website and in

other materials promoting the Software. Future Platform will remove Licensee’s name from any such list within thirty (30) days of receipt of

Licensee’s reasonable written request to do so, or upon notification that Licensee has discontinued Licensee’s use of the Software.

4. Hosting Services. If the Ordering Document specifies that Hosting Services will be provided, then Future Platform will make the Hosted Solution

available to Users during the applicable license term in accordance with the terms and conditions set forth in the Hosting Services

Addendum made available at <http://www.Future-Platform.com/legal>, which such terms are incorporated herein by reference.

5. Professional Services. If indicated in the Ordering Document, Future Platform will perform Professional Services. The particulars of each

Professional Services engagement will be as set forth in Future Platform’s standard data sheets provided to Licensee and/or one or more statements

of work (each an “SOW”) entered into by the parties. Licensee will provide all assistance reasonably requested by Future Platform in connection

with the Professional Services. Future Platform will retain all right, title and interest in and to all deliverables (including any and all intellectual,

property rights therein) provided under each SOW (“Deliverables”) except to the extent that they contain any information that Licensee

can document is its proprietary and confidential information. Licensee’s rights to the Deliverables shall be the same as Licensee rights to

the Software to which such Deliverables pertain.

6. Proprietary Rights. Future Platform will retain all right, title and interest in and to the Software, all Documentation (defined in Section 7.2), all

Updates and Upgrades thereto, the Deliverables, and all Future Platform Marks, including any and all other intellectual property and other

proprietary rights to the foregoing. Licensee will not directly or indirectly obtain or attempt to obtain at any time, any right, title or

interest by registration or otherwise in or to the Future Platform Marks.

7. Representations and Warranties.

7.1.


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