Terms of Service

The binding agreement that governs use of the Apostra Platform, facilitated agreements, and payment processing.

Version 2.0 · Published 8 December 2025

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QUICK START GUIDE

  • Step 1: Click ToS → Access Platform; connect with participants any time
  • Step 2: Connect with participants using your existing contracts OR automated Platform facilitated agreements
  • Step 3: Optional payment processing → Payment Terms apply for consolidated invoicing (facilitated agreements only)

Who

This Terms of Service is a binding contract between Scope3 PBC, a Delaware public benefit corporation (“Scope3,” “we,” “us”), and the organization whose representative agrees to these terms (“Customer,” “you”). If you’re agreeing on behalf of an organization, you represent that you have authority to bind that organization.

How

You accept these terms by signing an order form that references them or by clicking to agree to them on the Platform.

What

This Terms of Service includes:

  • The Platform Terms, Facilitated Agreement Terms, and Payment Processing Terms
  • Order forms you sign, linked terms and policies, and addenda that apply to you (like the Additional Services Addendum)

PART 1: PLATFORM TERMS OF SERVICE

1. What the Platform Does

1.1 Core Function

Scope3 operates a marketplace platform (“Platform”) that connects participants for advertising-related services.

1.2 Your Options

  • Use Your Own Agreements: Connect using existing contracts - we’re just the technical pipe
  • Use Platform Agreements: Leverage our facilitated agreements for simpler transactions
  • Mix and Match: Some relationships on your paper, others on Platform paper

1.3 Platform Development Notice

The Platform and certain features described in these Terms are under active development and may not be immediately available or fully functional.

2. Participant Capabilities

You can:

  • Buy advertising services (media, creative, measurement, outcomes, data, etc.)
  • Provide advertising services to others
  • Link related transactions together
  • Configure your Platform operations

3. Two Ways to Connect

3.1 External Agreements (Your Paper)

When you have existing contracts:

  • Platform makes API connections on your behalf
  • You handle contracts and payments directly
  • Scope3 facilitates technical integration only
  • No Scope3 payment processing available
  • No facilitation fees

3.2 Facilitated Agreements (Platform Paper)

When you use Platform-standard agreements:

  • Governed by customizable Facilitated Agreement Terms
  • Scope3 handles consolidated invoicing and payment processing
  • Simplified contracting
  • Facilitation fees apply (see Section 9)

3.3 Technical Requirements for Platform Participation

3.3.1 Technical Specifications

Participants must follow Scope3’s reasonable technical specifications and any mandated best practices, including:

  • API integration standards and authentication requirements
  • Data formatting, communication, and exchange protocols, guidelines, and restrictions
  • Webhook configuration for transaction notifications
  • Minimum response times and availability standards
  • Security and encryption requirements
3.3.2 Platform Compliance
  • Scope3 may update technical specifications with reasonable notice
  • Participants must implement required updates within reasonable timeframes
  • Non-compliance may result in suspension of Platform access
  • Scope3 provides documentation and reasonable support for technical implementation
3.3.3 Interoperability

The Advertising Control Protocol (“AdCP”) ensures all Platform participants can transact seamlessly. Participants using external agreements for commercial terms can still use AdCP for technical communication when transacting through the Platform. In certain cases, participants will be able to transact using Scope3’s proprietary API or UI.

3.4 Marketplace Governance

3.4.1 Scope3’s Discretion as Marketplace Operator

Scope3 operates the Platform for the benefit of buyers and the overall marketplace ecosystem. Scope3 has sole discretion to:

  • List or decline to list any seller or service offering on the Platform
  • Feature, prioritize, deprioritize, or exclude sellers from buyer discovery and matching
  • Display seller ratings, reviews, quality scores, and performance metrics to buyers
  • Recommend or steer demand toward sellers based on performance, quality, and compliance history
  • Remove or suspend sellers or offerings at any time for any reason
3.4.2 Seller Qualification and Best Practices

Scope3 may publish and update marketplace best practices, quality standards, or required practices for sellers, which may vary by channel, media type, or transaction mode. These may include requirements for:

  • Independent measurement, auditing, or verification (e.g., TAG certification, ads.txt compliance)
  • Invalid traffic thresholds and monitoring practices
  • Transparency and disclosure standards
  • Technical integration quality and reliability
  • Response time and fulfillment standards

Sellers must implement applicable required practices before listing on the Platform or accessing certain transaction modes or features. Scope3 may restrict transaction modes, features, or buyer access for sellers who do not meet applicable standards.

3.4.3 Reputation and Standing

Sellers earn and build their reputation on the Platform through performance, quality, and compliance. Scope3 may track and publish seller standing based on:

  • Delivery performance against commitments
  • Dispute history and resolution
  • Buyer feedback and ratings
  • Compliance with Platform policies and required practices
  • Quality metrics (IVT rates, viewability, brand safety incidents)

Low reputation or standing may result in reduced visibility, restricted features, or removal from the Platform.

3.4.4 No Guaranteed Demand

Listing on the Platform does not guarantee any volume of buyer demand or transactions. Scope3 makes no representation regarding transaction volume, revenue, or buyer interest for any seller.

4. Platform Services from Scope3

4.1 Summary

The Platform enables participants to discover counterparties, execute advertising transactions, manage campaign delivery, and access reporting and measurement—all through Scope3’s tools, interfaces, and infrastructure. Available features and interfaces vary by participant type and use case; current capabilities are published on the Platform.

Certain services require additional fees or eligibility, as published on the Platform rate card or specified in an order form.

4.2 Platform Brand Safety Features

4.2.1 Automated Brand Safety

Scope3’s Platform includes automated brand safety and suitability designed to help customers avoid certain content adjacencies by analyzing inventory based on content classification, domain reputation, and industry standards.

4.2.2 Limitations

These offerings are provided as a platform convenience feature based on automated analysis that may not capture all nuances. Scope3 does not warrant their effectiveness, accuracy, or completeness.

4.3 Other Services

If in addition to these marketplace services, you access Scope3’s Collaborative Sustainability Platform (CSP) or grant Scope3 access to your seats on external platforms, the Scope3 Additional Services Addendum (below) also applies.

5. Scope3 IP and Restrictions

5.1 Definition of Scope3 IP

“Scope3 IP” means the platform, the Scope3 technology that powers the services and agents on the Platform, those services and agents on the platform managed or offered directly by Scope3, any other Scope3 technology made available to you, including tags, APIs, SDKs, and other software or applications, and all intellectual property therein.

5.2 License Grant

Subject to these Terms, Scope3 grants you a non-exclusive, non-transferable, worldwide license to access and use Scope3 IP solely in cooperation with Scope3 for your (or your end clients’) advertising campaigns, media transactions, or measurement activities.

5.3 Restrictions

You will not, nor allow any third party to:

  • Use Scope3 IP for any purpose not expressly allowed in these Terms
  • Use Scope3 IP to develop, inform, or enhance any competing product or service, or to train any LLM or advertising technology
  • Integrate Scope3 IP into any creative, website, or application without sufficient rights to do so
  • Copy, publish, export, distribute, rent, lease, sell, resell, sublicense, disassemble, or reverse engineer Scope3 IP
  • Violate any rights, contracts, or laws using Scope3 IP
  • Scrape or automate extraction from the Platform
  • Use the Platform or Scope3 classifications, signals, or segments without paying applicable fees
  • Share login credentials or allow unauthorized access
  • Circumvent security measures or interfere with Platform functioning

6. Transaction Linking

6.1 Linking Capability

The Platform enables you to link related transactions together for operational efficiency and reporting. Linked transactions remain independent - each with its own terms, pricing, and obligations.

6.2 Examples of Linked Transactions

  • Buying media from one party and selling it to another
  • Purchasing multiple services (media, creative, data) and bundling for resale
  • Currency or pricing model conversions between transactions
  • Cost-plus arrangements where pricing in one transaction references another

6.3 Your Responsibilities for Linked Transactions

When you link transactions:

  • You’re fully responsible for each transaction independently
  • Payment obligations in one transaction don’t depend on the other
  • You bear all risk between linked transactions
  • Each transaction’s terms apply only to that specific transaction

7. Data Co-Op and Platform Learning

7.1 Standard Platform Data Usage

Scope3 may collect and use aggregated, anonymized data from Platform activity to improve matching algorithms, develop benchmarks, train classification models, and create industry insights. This data doesn’t identify individual participants or reveal confidential information.

7.2 Data Co-Op Opt-In

Additionally, you may opt into Scope3’s data co-op, allowing your performance data to contribute to platform-wide learning and optimization. By opting in, you gain access to enhanced performance and pricing derived from aggregated co-op data. If you don’t opt in, you still receive platform features but not the advantages available to co-op members, and your data won’t be used to improve outcomes for other participants.

7.3 Log-Level Data

7.3.1 Availability and Provision

Scope3 provides log-level transaction data to participants based on delivery logs received from sellers or impression trackers that we insert into creatives or are fired server-side by the seller. Log-level data is provided where available; availability must be clearly stated in the applicable media product or service specification. Scope3 does not guarantee log-level data availability for all transactions.

7.3.2 Data Access Boundaries

Each participant receives only log-level data for transactions to which they are a party and inventory they have purchased:

  • Buyers receive user identifiers and inventory details for impressions they purchased, as available, regardless of intermediary structure
  • No participant receives transaction details (e.g., pricing, margins) or the use of data or signals from transactions between other parties in linked transactions, unless expressly authorized
7.3.3 Personal Data and Clean Rooms

Log-level data containing personal identifiers is processed through approved clean room environments only. Scope3 is planning to develop clean room integrations including Databricks, Snowflake, LiveRamp, and Amazon Marketing Cloud. Availability of specific integrations will be published on the Platform. Scope3 does not transmit raw personal data outside of clean room environments except as required for transaction execution or as directed by the data controller.

7.4 Performance and Measurement Data

7.4.1 Buyer-Provided Performance Data

Where a buyer provides performance or measurement data (e.g., conversion data, attribution signals, campaign outcomes), the buyer determines whether and to what extent such data is shared with counterparties. Buyer controls may be specified in the facilitated agreement or external agreement, including:

  • Whether indexed performance feedback is provided to seller
  • Level of aggregation or anonymization required
  • Permitted uses by recipient
7.4.2 Indexed Performance Feedback to Sellers

Subject to buyer authorization in the applicable facilitated or external agreement, Scope3 may provide sellers with indexed performance feedback derived from buyer-provided data. This feedback is designed to enable seller optimization without exposing raw buyer performance data. Buyers may withhold authorization for any or all performance data sharing.

7.4.3 Default Position

For facilitated agreements, Scope3 shares indexed performance feedback with sellers unless buyer explicitly instructs otherwise. For external agreements, Scope3 does not share buyer-provided performance data absent express buyer authorization.

8. Confidentiality

8.1 Mutual Obligations

Each party will keep the other’s confidential information confidential, using reasonable care to protect it. Confidential information includes agent prompts and media settings, campaign data, pricing, customer lists, proprietary methods, models, weights, Platform architecture, and any information marked confidential or reasonably understood to be confidential. Confidential Information does not include information that (i) became publicly known without wrongdoing by the receiving party, (ii) was lawfully obtained from a source with no duty to keep it confidential, or (iii) was independently developed without use of the disclosing party’s Confidential Information.

8.2 Your Data

You own your data and Scope3 treats it as confidential as set forth in our Data Use Policy. We won’t otherwise disclose your individual performance data, campaign details, or business information except as you direct or as required by law. You hereby grant Scope3 a non-exclusive license to use your data subject to the Data Use Policy and confidentiality provisions herein.

8.3 Duration

Confidentiality obligations survive termination for 3 years, except for trade secrets which remain confidential indefinitely.

9. Fees and Commercial Terms

Specific fees for the below categories may vary and are specified on the Platform rate card or an order form and may vary by transaction type. All fees due to Scope3 are net 30, with the exception of payments due to Scope3 as your counterparty to a facilitated agreement, in which case that agreement may dictate other terms.

9.1 Platform Fees

When you make a purchase in Platform, you pay a platform fee to Scope3.

9.2 Facilitation Fees

When you use a facilitated agreement for any transaction, you pay a facilitation fee to Scope3. No facilitation fees apply to transactions governed by external agreements.

9.3 Late Fees

Unpaid amounts accrue late fees at 1.5% per month (18% per annum) or the highest rate permitted by law, whichever is lower, after 30 days from invoice date.

9.4 Taxes

All fees are exclusive of taxes. You’re responsible for all applicable taxes except Scope3’s income taxes. If withholding is required, you’ll gross up payments so Scope3 receives the full fee amount.

9.5 Audit Rights

Upon reasonable suspicion of billing inaccuracy, Scope3 may audit relevant records with reasonable notice, at Scope3’s expense unless discrepancies exceed 7.5%, in which case you’ll cover audit costs.

9.6 Additional Fees

Additional fees may apply for optional services (including those set forth in the Additional Services Addendum), premium features, and value-added capabilities.

9.7 Transaction Integrity and Fee Protection

9.7.1 Complete Reporting Obligation

Participants must accurately report all transaction volumes, values, and metrics for Platform activity. This includes transactions that originate through Platform connections, regardless of how subsequently executed or settled.

9.7.2 Platform Minimum Fees

Where Scope3 reasonably determines that reported transaction volumes materially understate actual Platform-facilitated activity, Scope3 may:

  • Invoice based on Scope3’s good faith estimate of actual transaction volume, using Platform data, industry benchmarks, and third-party verification sources
  • Require participants to provide supporting documentation for reported volumes
  • Apply a minimum fee floor based on connected inventory or stated capacity
9.7.3 Audit and Reconciliation

Scope3 may conduct periodic reconciliation of reported volumes against Platform signals and third-party data. Discrepancies exceeding 7.5% trigger the audit rights under Section 9.5, with audit costs borne by the participant if discrepancies are confirmed.

9.8 Platform Fee Independence

9.8.1 Fees Due Regardless of Facilitated Agreement Status

Platform fees and facilitation fees owed to Scope3 are independent of any disputes, payment status, or performance issues between the parties to a facilitated agreement. Parties owe Scope3 its fees based on completed Platform transactions, regardless of whether:

  • The parties have an open dispute with each other
  • Payment has been made between the parties
  • Either party claims non-performance by the other
9.8.2 Collection Methods

Scope3 may collect platform fees and facilitation fees through:

  • Direct invoice to the owing party
  • Deduction from amounts otherwise payable to a participant (including from unrelated transactions processed through Scope3’s payment processing)
  • Set-off against receivables
9.8.3 Timing

Platform fees and facilitation fees are due net-30 from invoice date, irrespective of the payment terms between the parties to the underlying facilitated agreement.

10. Service Levels

Scope3 provides the Platform and Services according to the Service Level Agreement attached as Attachment A. Platform availability targets 99% uptime monthly, with credits available for verified outages affecting service use.

11. Data Privacy

11.1 Data Processing

For personal data processing, our Data Processing Addendum applies and is incorporated by reference.

11.2 Sensitive Personal Data

You will not provide any sensitive personal information or sensitive categories of personal data, as defined under applicable data privacy laws or regulations.

12. Representations and Warranties

12.1 Mutual Representations

Each party represents and warrants that it:

  • Has full authority to enter these Terms
  • Won’t breach other agreements by performing here
  • Will comply with applicable laws
  • Has necessary rights for its performance

12.2 Disclaimers

Except as expressly stated, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

13. Term and Termination

13.1

Continues until terminated with 30 days’ notice by either party.

13.2

Past transaction obligations survive termination.

14. Indemnification

14.1 Your Indemnification

You indemnify, defend, and hold Scope3 harmless against claims arising from:

  • Your use of the Platform in breach of these Terms
  • Your advertising content or creative assets
  • Intellectual property infringement by your materials
  • Your violations of laws or third-party rights or agreements
  • Disputes between you and other participants

14.2 Scope3’s Indemnification

For uses of the Platform you have paid for, Scope3 indemnifies, defends, and holds you harmless against claims that your authorized use of Scope3 IP infringes third-party intellectual property rights, except where infringement results from:

  • Your modifications or misuse
  • Combination with non-Scope3 technology
  • Use after notice to discontinue

14.3 Procedures

The indemnified party must promptly notify the indemnifying party, grant control of defense (without requiring admission of liability), and provide reasonable cooperation.

15. Liability

15.1 Limitation

Except for breaches of Restrictions, indemnification obligations, or willful misconduct: (1) each party’s liability is limited to prior 12 months’ fees and (2) neither party will be liable for indirect, incidental, or consequential damages even if a party has been advised of the possibility of such damages. The foregoing applies whether a claim is based on breach of contract, breach of warranty, tort (including negligence), product liability, strict liability, statute, regulation, or any other theory or basis of recovery.

15.2 No Guarantee

Platform provided “as is” - and we don’t guarantee other participants’ performance.

16. Marketing Rights

16.1

Scope3 may use your name and logo in customer lists, case studies, and marketing materials to showcase our partnership.

16.2

You may identify Scope3 as your service provider by name and logo in your materials.

16.3

Press releases require the other party’s prior written approval.

17. GENERAL PROVISIONS

Legal Framework

  • Governing Law: New York law
  • Disputes: Arbitration in New York / London
  • Venue: New York / UK (London) courts for enforcement

Updates and Changes

  • Notice: 30 days for material changes
  • Acceptance: Continued use accepts updates
  • Grandfathering: Existing transactions continue under original terms

General Terms

  • Assignment: You need our consent; we can assign freely in a merger, acquisition, or sale of all or substantially all assets
  • Entire Agreement: These terms plus order forms (which take precedence in case of conflict)
  • Survival: Payment, limitations on liability, restrictions, indemnification, and confidentiality survive termination
  • Force Majeure: No liability for uncontrollable events
  • Severability: Invalid provisions severed, remainder continues

ATTACHMENT A: SERVICE LEVEL AGREEMENT

Uptime Guarantee

Platform and APIs available at least 99% monthly, excluding:

  • Planned maintenance (2 business days’ notice)
  • Customer-caused issues
  • Force majeure events

Service Level Credits

If monthly uptime falls below 99% and affects your service use:

  • Credit: 5% of month’s Platform fees
  • How to claim: Written request within 30 days with downtime details
  • Verification: Against Scope3’s logs

Additional Terms

  • Credits require proper Platform implementation
  • Credits are sole remedy for SLA breach
  • No cash value

PART 2: FACILITATED AGREEMENT TERMS

1. When These Apply

These terms govern between two parties transacting on Platform, unless the parties inform Scope3 for a given transaction that they will be using an external agreement they’ve entered into together. These terms spring into existence automatically, one facilitated agreement per media or other buy offered by a seller and accepted by a buyer.

2. Service Provider Model

Every facilitated transaction follows the service provider model. You either:

  • Provide a service: In which case your obligation is to deliver the service per specifications, or
  • Buy a service: In which case your obligations are to comply with any customer obligations you’ve agreed to and to pay for what you’ve purchased, per agreed terms

Services may include:

  • Media delivery: Impressions, clicks, views, conversions
  • Optimization and Outcomes: Bidding, pacing, targeting
  • Creative: Production, adaptation, management
  • Measurement: Attribution, verification, reporting
  • Data: Audiences, signals, insights
  • Any other advertising service

3. Linked Transactions

3.1 Independent Transactions

Each transaction stands alone with its own:

  • Commercial terms and pricing
  • Delivery obligations
  • Payment responsibilities
  • Risk allocation

3.2 How Linking Works

You can link transactions for business purposes like:

  • Bundling: Combine multiple services for resale
  • Currency conversion: Buy in one currency, sell in another
  • Value addition: Enhance a service before reselling
  • Cost-plus: Price one transaction based on another

3.3 Your Full Responsibility

When you have linked transactions:

  • You must pay your suppliers regardless of buyer payment
  • You must deliver to buyers regardless of supplier performance
  • You bear all risk between transactions
  • No transaction depends on another for its validity

4. Service Specifications

4.1 Service Details

Each facilitated service includes, to the extent applicable:

  • Service description and scope
  • Delivery requirements and timeline
  • Performance metrics/SLAs
  • Pricing and payment terms
  • Management and commitments around IVT
  • Log-level data availability (whether logs are provided, format, and any limitations)
  • The handling of make-goods or credits for non-delivery
  • Data rights and usage
  • Customer responsibilities

4.2 Service Categories

  • Direct Services: Delivered to your counterparty (e.g., media impressions, creative assets)
  • Supporting Services: Enhance transactions (e.g., verification, optimization, measurement)
  • Bundled Services: Multiple services in one agreement

4.3 Measurement, Payment Determination, Service Features, and Disputes

4.3.1 Payment Metrics vs. Other Service Features

Each facilitated transaction’s service specification must distinguish between:

  • Payment Metrics: The specific, deterministic measurements upon which payment amounts will be calculated. These must be objectively measurable from agreed sources of truth.
  • Other Features, Rights, and Obligations: Additional elements of the service offering (e.g., brand safety commitments, content adjacency preferences, creative specifications, reporting formats) that describe the service but are not the basis on which Scope3 will calculate payment.
4.3.2 Disputes Between Parties

Disputes regarding Payment Metrics, Other Features, or any other aspect of service delivery are solely between the parties. Per the Payment Processing Terms, the Platform does not adjudicate, mediate, or resolve disputes between buyers and sellers. The parties’ remedy is to resolve disputes directly with each other.

Buyer acceptance of the invoice is required for Scope3 to release payment to seller; remittance timing is per Payment Processing Terms Section 2.3. Disputes do not affect Scope3’s payment processing except that Scope3 will not release disputed amounts until buyer accepts or parties notify Scope3 of resolution.

4.3.3 Measurement Source (Mandatory)

Each facilitated transaction must specify a measurement source that will govern each Payment Metric upon which payments will be calculated, including for any make-goods or credits if included. Options include:

  • Seller Measurement: Seller’s declared ad server or measurement system (default if not specified)
  • Third-Party Measurement: An agreed third-party measurement provider specified at transaction creation
  • Buyer Measurement: Buyer’s ad server, available only where buyer has integrated with a Scope3-supported measurement connector (such as Prisma) (see Section 4.3.4)

Unless buyer explicitly instructs otherwise in the service specification, buyer authorizes Scope3 to share indexed performance feedback with seller based on buyer-provided measurement data (see Platform Terms Section 7.4).

4.3.4 Buyer Measurement Option

Buyer measurement governs payment only if:

  • Buyer has completed integration with a Scope3-supported measurement connector (such as Prisma)
  • Buyer selects “Buyer Measurement” as the measurement source at transaction creation
  • Seller accepts the transaction with Buyer Measurement specified

If buyer elects Buyer Measurement but fails to provide measurement data within 5 business days of period close, Seller’s numbers govern.

4.3.5 Reconciliation
  • The party responsible for providing measurement data must submit within 5 business days of period close
  • Absent timely data from the designated measurement source, the other party’s reasonable numbers govern
  • Buyer and seller must resolve any discrepancies directly; Scope3 does not adjudicate measurement disputes
4.3.6 Make-Goods and Credits

Make-goods, credits, or other remediation for under-delivery must be:

  • Calculated using the same Payment Metrics and measurement source as the original transaction
  • Documented through the Platform
  • Applied as credits against future transactions or invoice adjustments (not as independent payment obligations)

5. Payment Terms

5.1 Standard Terms

  • Net 60 days unless otherwise specified
  • Payment to direct counterparty only
  • Payment obligations are absolute - not contingent on other transactions

5.2 Includes Scope3 Payment Processing

  • Consolidated invoicing available
  • Scope3 collects and remits payments
  • Simplified settlements

6. Performance and Delivery

6.1 Service Delivery Standards

  • Meet specifications in service details
  • Provide required reporting
  • Maintain availability (if applicable)
  • Remedy non-conforming delivery

6.2 Acceptance and Disputes

  • Buyer must accept or dispute invoices promptly and in good faith
  • Buyer may not withhold acceptance absent a reasonable good faith basis
  • Services deemed accepted if buyer pays without dispute
  • Disputes are between buyer and seller; Scope3 does not adjudicate or resolve disputes
  • Buyer acceptance is required for payment release per the Payment Processing Terms

7. Confidentiality

7.1

Each party will keep the other’s prompts, segments, targeting, pricing, performance data, and business information confidential.

7.2

Confidentiality survives termination for 3 years.

8. Risk Allocation

  • You bear performance risk for services you provide
  • Your payment obligations under this facilitated agreement are without regard to whether you receive payment from another party under any other agreement.
  • You bear all risk between any linked transactions
  • No recourse to non-counterparties

9. Representations and Warranties

Each party represents that it has authority to enter this agreement, necessary rights for its performance, and will comply with applicable laws.

10. Indemnification

10.1 Mutual Indemnification

Each party indemnifies the other against third-party claims arising from:

  • Breach of these Terms
  • Violation of laws or regulations
  • Infringement of intellectual property rights
  • Advertising content issues (for the party providing content)

10.2 Scope3 Not Party

Scope3 is an intended third-party beneficiary of this Section 10.2 only. Neither party may seek indemnification from Scope3 for facilitated transactions or damages from Scope3 under this agreement. Each party indemnifies Scope3 against claims arising from their facilitated agreements. Scope3 may enforce this Section 10.2 directly.

11. Liability

Each party’s liability is limited to prior 12 months’ fees and neither party will be liable for indirect, incidental, or consequential damages.

12. Termination

12.1

Service-specific terms in service details.

12.2

Default: 30 days’ notice for ongoing services.

12.3

Immediate termination for material breach affecting Platform integrity (e.g., fraud, malice, security, harm to other Platform participants).

13. RELATIONSHIP WITH SCOPE3

13.1 Scope3’s Role

Scope3 is not a party to this facilitated agreement and has no obligations hereunder. References to Scope3 in these terms describe how the Platform operates as set forth in Scope3’s Platform Terms of Service and Payment Processing Terms, which govern Scope3’s obligations. Any claims brought regarding Scope3 must be under the Platform Terms of Service or Payment Processing Terms, not under this facilitated agreement.

13.2: Automatic Incorporation of Payment Processing Terms

By entering into a facilitated agreement, each party automatically enters into the Payment Processing Terms with Scope3 for that transaction. The Payment Processing Terms govern the invoicing, collection, and remittance of payments for all facilitated agreements. Each party’s acceptance of a facilitated agreement constitutes acceptance of the Payment Processing Terms as a direct agreement with Scope3 for payment processing services related to that transaction.

14. GENERAL PROVISIONS

Legal Framework

  • Governing Law: New York law
  • Disputes: Arbitration in New York / London
  • Venue: New York / UK (London) courts for enforcement

Updates and Changes

  • Notice: 30 days for material changes
  • Acceptance: Continued use accepts updates
  • Grandfathering: Existing transactions continue under original terms

General Terms

  • Assignment: With consent, or freely in a merger, acquisition, or sale of all or substantially all assets
  • Entire Agreement: These terms plus order forms (which take precedence in case of conflict)
  • Survival: Payment, limitations on liability, restrictions, indemnification, and confidentiality survive termination
  • Force Majeure: No liability for uncontrollable events
  • Severability: Invalid provisions severed, remainder continues

PART 3: PAYMENT PROCESSING TERMS

1. Payment Processing and Consolidated Invoicing Service

1.1 What It Is

Scope3 manages invoicing and payment operations for facilitated agreements. We eliminate payment complexity - buyers receive one consolidated invoice instead of many, and sellers receive aggregated payments instead of processing numerous buyer transactions, all through our role as sellers’ limited payment agent.

1.2 Scope3’s Role as Limited Agent

  • Agent of Payee Structure: When processing payments, Scope3 acts solely as the limited agent of the seller (payee) for receiving and settling payments. Scope3 is not a money transmitter and does not handle payments between third parties.
  • Legal Effect of Payment: Payment by buyer to Scope3 constitutes payment to seller. Once buyer pays Scope3, buyer’s payment obligation to seller is satisfied and seller’s rights to payment are solely with Scope3 (seller cannot seek the same payment again from buyer).

1.3 Critical Restriction

Only provided for facilitated agreements. Transactions conducted via facilitated agreement include Scope3 payment processing and consolidated invoicing. External agreements must handle payments directly. Scope3 does not process payments for transactions where it is not providing Platform services.

1.4 Payment Release

Scope3 remits payment to sellers for accepted invoices per the timing in Section 2.3. Scope3 does not release payment for disputed or unaccepted amounts until buyer accepts or parties notify Scope3 of resolution.

Scope3 may withhold payment notwithstanding buyer acceptance in cases of:

  • Court order or legal requirement to withhold
  • Scope3’s removal of seller from Platform for systemic bad behavior, in which case Scope3 may cancel outstanding transactions and payments related thereto

Scope3 does not adjudicate, mediate, or resolve disputes between buyers and sellers regarding Payment Metrics, Other Features, or any other aspect of service delivery.

1.5 Buyer Acceptance Obligations and Credit

Buyers are expected to review and accept or dispute invoices promptly and in good faith, and to articulate a reasonable basis for any dispute. Timely and good-faith invoice processing is essential to a trustworthy marketplace.

Scope3 manages credit limits and transaction privileges based on each buyer’s history on the Platform: from outstanding citizenship, to timely acceptance and payment, to patterns suggesting abuse of the invoice acceptance process. Scope3 reserves the right to adjust credit terms, require deposits, or limit transaction activity in its sole discretion.

1.6 Binding Service Description; No Verification Obligation

The service description and terms documented in a seller’s product or proposal become binding on both parties upon acceptance (e.g., when Scope3 creates a media buy on buyer’s behalf and seller confirms, or equivalent acceptance flow). This binding description governs what seller is obligated to deliver.

Scope3 processes payments based on reported metrics from the designated measurement source (per Facilitated Agreement Terms Section 4.3). Scope3 does not independently verify whether services were delivered as described, unless buyer has separately purchased Scope3’s verification service for the applicable transaction. Buyer and seller must resolve any disputes regarding delivery or conformance to service description directly with each other.

2. Payment Operations

2.1 Payment Flow

  1. Service delivered per Platform transaction
  2. Seller and any agreed sources of measurement data deliver timely delivery reports (via the Platform), including a final delivery report within 5 days of the final day of each month
  3. Scope3 invoices buyer based on reported metrics from the designated measurement source
  4. Buyer reviews invoice and either:
    • Accepts (explicitly or by payment), or
    • Disputes in good faith per Section 1.5
  5. Buyer pays Scope3 per the payment terms of the facilitated agreement, which also constitutes acceptance of the invoice
  6. Following buyer acceptance, Scope3 remits payment to seller per Section 2.3 timing

2.2 Invoice Revisions

Scope3 will revise invoices upon mutual agreement of the parties prior to buyer acceptance.

2.3 Timing

  • Invoice: Within 5 days of month close
  • Payment from Buyer to Scope3: Per the payment terms specified in the facilitated agreement between buyer and seller
  • Remittance to Seller from Scope3: 30 days after buyer payment is due under the facilitated agreement
2.3.1 Consolidated Invoicing by Payment Terms

Where a buyer has multiple facilitated agreements with different payment terms, Scope3 may:

  • Issue separate invoices grouped by payment terms (e.g., all Net-30 obligations on one invoice, all Net-60 on another), or
  • Issue a single invoice with sections clearly delineating amounts by payment terms and due dates
2.3.2 Currency Grouping

Invoices may also be consolidated by currency. The platform does not net across currencies.

2.4 Linked Transactions

Each transaction in a linked set has independent payment processing:

  • Separate line items or invoices for each purchase
  • Separate remittances for each sale
  • No netting between linked transactions except by Scope3 as set forth in Section 2.5
  • Full payment required for each transaction

2.5 Invoice Netting for Linked Transactions

When a participant has both payables and receivables through Scope3’s payment processing:

  • Monthly settlement shows gross amounts for each transaction (for audit trail)
  • Scope3 may net these amounts for operational efficiency, with only the net difference flowing
  • Each underlying transaction remains legally independent
  • Netting is for payment operations only and does not merge or create dependency between transactions

2.6 Disputed and Unaccepted Invoices

Scope3 does not remit payment to sellers for unaccepted or disputed invoices. Scope3 is not a party to disputes between buyers and sellers and has no obligation to facilitate, mediate, or adjudicate resolution. Sellers bear the risk of buyer non-acceptance or prolonged disputes, subject to Scope3’s enforcement of buyer acceptance obligations under Section 1.5.

3. Payment Release and Risk

3.1 Payment Release

  • Scope3 remits payment to sellers for accepted invoices per Section 2.3 timing
  • Sellers bear risk of buyer non-acceptance or unresolved disputes
  • Scope3 manages buyer conduct through Section 1.5
  • For accepted invoices, Scope3 may pursue collection from buyers who fail to remit payment

3.2 Clawback Rights

Scope3 may recover payments from sellers for:

  • Chargebacks or payment reversals (180 days)
  • Fraud or misrepresentation (no time limit)
  • Material delivery failures verified by third-party measurement

4. Fees

4.1 Payment Processing Fees

Processing fee is 1.5% of total amount owed.

4.2 Fee Structure

  • Processing fees charged to buyer on top of media costs
  • Fees calculated on gross media amount
  • Late fees accrue monthly after payment terms expire
  • All fees non-refundable except to the extent of verified Scope3 error

5. Currency and Exchange

5.1 Supported Transaction Currencies

Scope3 supports transactions denominated in any of multiple currencies. Parties may agree on transaction currency in their facilitated agreements.

5.2 Scope3 Fee Currency

Scope3’s fees are calculated and invoiced as follows:

  • Percentage-based fees (payment processing fees, facilitation fees calculated as a percentage): Calculated and invoiced in the transaction currency. No currency conversion is performed.
  • Fixed fees (platform fees, flat-rate service fees, or other non-percentage charges): Denominated in USD. For participants transacting primarily in non-USD currencies, Scope3 may publish a rate card with fixed fee amounts in select major currencies, updated periodically. Participants are responsible for any currency conversion required to satisfy USD-denominated fixed fee obligations.

5.3 Pass-Through of Transaction Currency

For payment processing between buyer and seller, Scope3 passes through the transaction currency agreed in the facilitated agreement. Scope3 does not perform currency conversion between parties.

5.4 No Currency Hedging

Scope3 does not provide currency hedging or guarantee exchange rates. Parties bear their own currency risk on transactions.

6. Tax Compliance

Each party handles their own tax obligations. Scope3 provides documentation for reporting.

7. GENERAL PROVISIONS

Legal Framework

  • Governing Law: New York law
  • Disputes: Arbitration in New York / London
  • Venue: New York / UK (London) courts for enforcement

Updates and Changes

  • Notice: 30 days for material changes
  • Acceptance: Continued use accepts updates
  • Grandfathering: Existing transactions continue under original terms

General Terms

  • Assignment: You need our consent; we can assign freely in a merger, acquisition, or sale of all or substantially all assets
  • Entire Agreement: These terms plus order forms (which take precedence in case of conflict)
  • Survival: Payment, limitations on liability, restrictions, indemnification, and confidentiality survive termination
  • Force Majeure: No liability for uncontrollable events
  • Severability: Invalid provisions severed, remainder continues

HOW IT ALL WORKS: COMMON SCENARIOS

Scenario 1: Simple Service Connection

Need: Buy using your existing Yahoo contract on Platform

Use: Platform Terms only

Result: Direct commercial relationship maintained between you and Yahoo, no facilitation fees. As governed by your Scope3 ToS, Scope3 provides you with Platform services in support of the buy (which may include, for example, API and real time data integrations, aggregated reporting, impression tracking)

Scenario 2: New Media Purchase

Need: Buy media from new publisher

Use: Platform Terms + Facilitated Agreement + Payment Processing

Result: Publisher provides media delivery; Scope3 invoices buyer for media cost; upon buyer acceptance, Scope3 remits to publisher per payment terms, net of facilitation fee

Scenario 3: Network Business Model with Linked Transactions

Need: Buy media from publishers and sell to brands

Setup:

  • Transaction A: Network buys from Yahoo (facilitated agreement)
  • Transaction B: Network sells to Omnicom (facilitated agreement)

Result:

  • Two independent transactions, linked in Platform for creative delivery, targeting, brand safety, reporting, etc.
  • For Transaction A, Scope3 invoices Network for Yahoo media; upon Network’s acceptance, Scope3 remits to Yahoo per payment terms
  • For Transaction B, Scope3 invoices Omnicom for Network’s services; upon Omnicom’s acceptance, Scope3 remits to Network per payment terms
  • Network’s payment obligation to Scope3 for Transaction A is independent of receiving payment for Transaction B
  • Platform and facilitation fees apply separately to each transaction

Need: Create bundled offering with media and creative

Setup:

  • Transaction A: Buy media from Yahoo
  • Transaction B: Buy creative from Celtra
  • Transaction C: Sell bundle to Brand

Result:

  • Three independent transactions, linked for operational efficiency
  • Full responsibility for each transaction
  • Can use facilitated agreements for some, external for others

Scenario 5: Currency Arbitrage with Linked Transactions

Need: Buy inventory in EUR, sell in USD

Setup:

  • Transaction A: Buy from European publisher in EUR
  • Transaction B: Sell to US advertiser in USD

Result:

  • Independent pricing and currency risk for each transaction
  • Payment processing handles currency conversion if elected
  • Margin captured between transactions

Scenario 6: Cost-Plus Model

Need: Resell with 5% markup over cost

Setup:

  • Transaction A: Buy at market price
  • Transaction B: Sell at cost + 5%

Result:

  • Pricing in Transaction B references Transaction A
  • Still independent obligations
  • Must pay supplier even if buyer disputes markup

Scenario 7: Mixed Agreement Types

Need: Some relationships on your paper, others on Platform paper

Setup:

  • Yahoo: External agreement (your paper)
  • Celtra: Facilitated agreement
  • Brand: Facilitated agreement

Result:

  • No facilitation fee for Yahoo transaction
  • Facilitation fees for Celtra and Brand transactions
  • Payment processing available only for facilitated portions

Scenario 8: Payment on Non-Impression Metrics

Need: Buy media with payment based on clicks or video completions rather than impressions

Use: Platform Terms + Facilitated Agreement

Setup:

  • Seller offers inventory with payment based on completed video views
  • Payment Metric: “Completed Video Views” as measured by seller’s ad server
  • Brand safety would also require an agreed upon source of truth

Result:

  • Scope3 invoices based solely on Completed Video Views reported by seller
  • Buyer accepts or disputes invoice; Scope3 remits upon acceptance per payment terms
  • Make-goods, if any agreed to, applied as credits against future transactions

Scenario 9: Buy-Side Measurement

Need: Large buyer wants payment based on their own ad server numbers

Use: Platform Terms + Facilitated Agreement with Buyer Measurement

Setup:

  • Buyer has integrated Prisma with Scope3
  • Buyer selects “Buyer Measurement” when accepting seller’s proposal
  • Payment Metric: Impressions as measured by buyer’s Prisma-connected ad server

Result:

  • Buyer must submit measurement data within 5 business days of month close
  • If buyer fails to submit timely data, seller’s numbers govern
  • Seller accepts buy-side measurement by agreeing to this configuration

Scenario 10: Verification Provider Adjustments

Need: Allow verification provider findings to affect payment

Use: Platform Terms + Facilitated Agreement with Verification Adjustment

Setup:

  • Parties agree at transaction creation that payments may be adjusted based on verification provider reports
  • Service specification states: “Payment Metrics subject to adjustment for IVT as reported by [provider], to the extent supported by Scope3”

Result:

  • Scope3 processes payment adjustments based on the agreed verification source where:
    • Adjustment data is received in Scope3-compatible format
    • Deductions are within thresholds specified in service details
  • Scope3 processes payment based on verification report from parties’ agreed source of truth
  • Unless selected as the verification provider, Scope3 does not adjudicate verification disputes or assess the validity of verification findings—the parties chose their source of truth

SCOPE3 ADDITIONAL SERVICES ADDENDUM

Addendum to the Scope3 Terms of Service for Scope3’s Collaborative Sustainability Platform (CSP) and deployment to Customer’s seats on SSPs and other external platforms

INTRODUCTION

This Additional Services Addendum (“Addendum”) supplements the Scope3 Terms of Service (“ToS”) and governs Customer’s use of Scope3’s additional service offerings, including analytics platform access, integrations with external decisioning platforms, and related services that operate alongside the Platform’s agent-to-agent marketplace functionality.

This Addendum applies when Customer accesses Scope3’s Collaborative Sustainability Platform (CSP), grants Scope3 access to Customer’s seats on external platforms, uses Scope3’s data segment processing infrastructure for the foregoing, or utilizes other services described herein. Capitalized terms not defined in this Addendum have the meanings given in the ToS.

In the event of any conflict between this Addendum and the ToS, this Addendum governs with respect to the Additional Services described herein.

1. Supported Decisioning Platform Access

1.1 Grant of Access

At Customer’s election, Customer may provide Scope3 with access to Customer’s or an end-client’s seat, account, or equivalent functionality (“Seat”) on any of Customer’s supported decisioning platforms—such as a Supply Side Platform (“SSP”) for a PMP, a DSP for a prebid segment, or an ad server for a media buy (each, an “SDP”)—for the purpose of enabling Scope3, on Customer’s behalf, to:

  • Access reporting and transaction data
  • Configure and manage campaigns, line items, segments, deal IDs, curated inventory, and targeting settings
  • Activate, manage, modify, and deactivate assets and capabilities as reasonably required to perform the services

Such access will include administrative or operational permissions sufficient for Scope3 to support Customer’s campaign execution or media buying objectives. Access may be to Customer’s core activation Seat or a limited shared Seat for activity with Scope3. Customer represents and warrants that it has full authority to grant such access and that all necessary internal approvals have been obtained.

1.2 Transaction Logs and Reporting Data

Customer will instruct each SDP to provide Scope3 with access to transaction logs, reporting, and performance data (e.g., impression logs, bid data, clearing prices) reasonably necessary for Scope3 to evaluate performance, optimize curation strategies, and verify delivery. To the extent any SDP does not permit Scope3 to access such data directly, Customer will use commercially reasonable efforts to facilitate such access or provide Scope3 with equivalent data promptly upon request.

1.3 Scope3 Compliance on SDPs

Scope3 will use commercially reasonable efforts to comply with applicable SDP policies in connection with its use of the Seat. Customer acknowledges that certain SDP configurations, data availability, or policy restrictions may impact Scope3’s ability to provide its services, and Scope3 will not be liable for such limitations beyond its reasonable control. Customer will immediately notify Scope3 if Customer becomes aware of any unauthorized use of Scope3 IP by an SDP.

1.4 Suspension and Termination of Seat Access

Either party may suspend or terminate Scope3’s access to the Seat on any SDP upon written notice. Any such suspension or termination by Customer will relieve Scope3 of its obligations with respect to activity on that SDP, including obligations related to campaigns that have already been activated and are in-flight. Customer will remain responsible for fees incurred prior to suspension or termination and any agreed-upon minimum commitments and subscription fees.

2. First and Third Party Data Processing

2.1 Segment Processing

Customer may license audience data from a third party or apply its own (or its end-client’s) audience data and add such segments to an agent on the Platform or for deployment via an SDP. Scope3 may process such segments at Customer’s direction by:

  • Temporarily storing the segment for deployment purposes
  • Providing infrastructure for Customer’s deployment of the segment to SDPs or other activation channels
  • Clearing payments by receiving payment directly or indirectly from the SDP or Customer and remitting payment to the data provider or an intermediary

2.2 Data Provider Payments

Where Scope3 receives payment that includes amounts owed to third-party data providers, Scope3 will remit such amounts to the applicable data provider or intermediary, net of any applicable Scope3 fees. Customer is responsible for ensuring it has the necessary rights and licenses to use any third-party data segments.

2.3 Fees for Data Processing

Scope3 may charge fees for segment processing, storage, and payment clearing as set forth in an Order Form or on the Platform.

3. Certification Programs

3.1 Green Media Products

Customer may label inventory as “GMP” or “Green Media Product” only if Customer:

Scope3 may audit Customer’s compliance with the Green Media Standards Adherence Policy and may revoke GMP labeling rights upon material non-compliance.

3.2 Verified Partner Status

Customer may present itself as a Scope3 Verified Partner only if Customer has been assessed, certified, and remains in compliance with Scope3’s Verified Partner Policy. Scope3 may revoke Verified Partner status upon material non-compliance.

3.3 Certification Representations

Customer represents that any certifications, labels, or partner designations it displays or communicates to third parties accurately reflect Customer’s current status and compliance. Customer will promptly cease using any certification or designation upon notice from Scope3 that Customer no longer qualifies.

4. Fee Structures for Additional Services

4.1 Activity-Based and Service Fees

In addition to fees set forth in the ToS, Scope3 may charge the following fees as specified in an Order Form or on the Platform:

  • Activity-Based Fees: Fees resulting from Scope3’s managed services or Customer’s use of the Platform, billed as CPM or a percentage of media
  • Record Storage Fees: Fees for Scope3’s custom signals service, charged based on the average records stored on the platform during the month (sampled daily), where a record is a single storage instance of a unique identifier attached to one or more values
  • Subscription Fees: Fees for access to Platform features, analytics, or services, due and payable monthly in advance

Activity-Based Fees, Record Storage Fees, and Service Fees are due and payable monthly in arrears, including for partial calendar months. Subscription Fees and Minimums are due and payable monthly in advance.

4.2 Percentage of Media Calculations

Where fees are calculated as a percentage of media (“Percent of Media”), such percentage is calculated on gross spend to the SDP, as reported by that SDP, inclusive of that SDP’s fee.

When Scope3 rates are set in an SSP, the party whose Seat is transacting will gross up to account for SSP fees. For example, if the SSP charges a 20% platform fee and Scope3’s net rate quoted in the Order Form is 10%, the party with the Seat on the SSP will set the Scope3 fee in the SDP as 12.5% (so the 80% payout to Scope3 equals 10%).

Where Percent of Media is not available or is capped by the SDP, Scope3 will derive a CPM, refreshed monthly, that approximates the Percent of Media rate based on the average gross CPM from the prior 60 days. Until sufficient data is available, Scope3 may apply an estimated CPM based on available market data and Platform benchmarks.

4.3 Seat Holder Payment Flows

If the transacting account on the SDP is Customer’s Seat, then Customer will pay Scope3 the applicable fees directly.

If Customer uses Scope3’s Seat on the SDP, Scope3 may charge a higher Percent of Media for Customer’s use of Scope3’s Seat, as specified in the Order Form or Platform. In such case, Scope3 will deduct its fees and any data provider fees from the amounts receivable from the SDP and pay Customer the remaining balance.

Scope3 has no duty to handle payments from others to Customer, but Customer appoints Scope3 as its limited agent to receive and settle any such payments should Scope3 receive them. Payment to Scope3 counts as payment to Customer, and Customer will not seek the same payment again from the payer. Scope3 may hold these amounts in its own or a service provider’s account. Any interest earned belongs to Scope3 or its service provider, and Customer waives any claim to it.

4.4 Currency and Exchange Rates

Scope3 fees will be denominated in US Dollars unless otherwise specified in an Order Form (the “Quoted Currency”). For media denominated in a currency other than the Quoted Currency, the applicable fees will be calculated and paid using the spot exchange rate as published by the Wall Street Journal on the last day of the calendar month of delivery of the applicable services, without regard to any exchange-related fees or margins.

If Scope3 accepts a given currency upstream in a transaction, it reserves the right to remit payments to Customer in that currency.

5. Requested Billing Data

5.1 Customer Obligation

To the extent Scope3 does not receive sufficient information via the Platform or SDP to calculate fees owed, Customer will provide Scope3 with complete and accurate data necessary to calculate fees (“Requested Billing Data”), in a format acceptable to Scope3, at the end of each month. Documentation regarding the minimum fields needed is available at docs.scope3.com.

5.2 Failure to Provide Data

If Customer fails to provide Requested Billing Data within sixty (60) days after month-end, Scope3 may bill according to its own good-faith estimates based on available Platform data, SDP data, industry benchmarks, and historical activity.

5.3 Payment Timing

Payment is due and payable by Customer to Scope3 within thirty (30) days of receiving an invoice, regardless of whether Customer timely delivers any Requested Billing Data.

6. Collaborative Sustainability Platform and Analytics Services

6.1 CSP Access

Subject to the terms of this Addendum and the ToS, Scope3 grants Customer access to the Collaborative Sustainability Platform (“CSP”) and related analytics services, which may include:

  • Benchmark Data and Inventory Insights: Access to industry benchmarks, emissions data, and inventory-level sustainability insights
  • Media Reporting: Campaign-level emissions measurement and reporting
  • Scenario Modeling: Tools to model scenarios and compare sustainability frameworks
  • API and Integration Access: Access via APIs, cloud storage connectors, and platform integrations

6.2 License to Analytics Data

Subject to the confidentiality provisions in the ToS, Scope3 grants Customer a non-exclusive, non-transferable license to access, use, and export benchmark data, reports, and analytics provided through the CSP solely for Customer’s internal business purposes, including for use in Customer’s sustainability reporting, media planning, and campaign optimization.

6.3 Data Limitations

Benchmark and analytics data is provided for informational purposes and is based on Scope3’s methodologies, models, and available data sources. Scope3 does not warrant the completeness or accuracy of such data for any particular use. Customer is responsible for its own decisions based on CSP data and analytics.

6.4 Subscription Fees

Access to CSP features and analytics services may require subscription fees as set forth in an Order Form or on the Platform. Different tiers of access may be available with varying features and pricing.

7. General Provisions

7.1 Relationship to ToS

This Addendum is incorporated into and forms part of the ToS. The ToS’s General Provisions (including governing law, dispute resolution, assignment, and severability) apply to this Addendum.

7.2 Prior Terms and Future Order Forms

  • Prior Active Agreements: To the extent Customer has more favorable terms covering any of these Additional Services under a prior active agreement with Scope3, Customer will retain the benefit of those more favorable terms
  • Order Forms Under this Addendum: Specific Additional Services and their pricing, subscription tiers, minimum commitments, and other terms may be set forth in Order Forms that reference this Addendum. In the event of any conflict between this Addendum and an Order Form, the Order Form governs.

7.3 Term

This Addendum remains in effect for so long as Customer uses any Additional Services described herein, subject to termination as set forth in the ToS.

7.4 Definitions

“Additional Services” means SDP seat access and data segment processing in connection therewith, certification programs, and CSP access and related analytics services.

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