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Who

This Terms of Service (or “Terms”) 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 are agreeing on behalf of an organization, you represent that you have authority to bind that organization.

How

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

What

This Terms of Service includes:

• The Platform Terms and Payment Processing Terms — governing your relationship with Scope3 — and incorporates by reference the Facilitated Agreement Terms, which govern transactions between Platform participants
• Order forms you sign, linked terms and policies, and addenda that apply to you (like the Certifications and CSP 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 yet be 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 Transact

3.1 External Agreements (Your Paper)

When you have existing contracts with another platform participant:

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

3.2 Facilitated Agreements (Platform Paper)

When you use Platform-standard agreements to transact with another platform participant, the Facilitated Agreement Terms govern. The Facilitated Agreement Terms operate in two tiers: a Relationship Agreement that forms automatically at first contact between the parties, and a Transaction Order that forms upon each accepted buy. See Part 2 for details.

• Scope3 handles consolidated invoicing and payment processing
• Simplified contracting
• Decisioned Transaction Platform Fee rates apply (see Section 10)

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
• https://docs.interchange.io/

3.3.2 Platform Compliance

• Scope3 may update technical specifications with reasonable prior notice in writing
• Participants must implement required updates within reasonable timeframes
• Material non-compliance may result in suspension of Platform access
• Scope3 provides documentation for technical implementation

3.3.3 Interoperability

The Platform supports open agentic advertising protocols, including the Advertising Context Protocol (“AdCP”); Scope3’s Platform implementation and technical specifications govern for Platform participation purposes, and where an open standard and Scope3’s implementation differ, Scope3’s specifications control. Participants using external agreements for commercial terms may still use supported open protocols 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 may, in its reasonable discretion:

• 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
• Restrict, suspend, or remove any creative, content, inventory, or participant account that Scope3 reasonably determines may violate applicable law, without prior notice where immediate action is warranted. Reinstatement is at Scope3’s sole discretion.

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 use commercially reasonable efforts to 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 published 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. Notwithstanding the foregoing, in the event the Seller reasonably believes that any report, or rating is inaccurate, or otherwise unreasonable, the Seller may notify Scope3. Upon such notice, Scope3 and the Seller shall engage in good faith discussions to review the relevant information, and Scope3 shall provide the Seller with a reasonable opportunity to dispute and substantiate its position before any final determination or adverse action is implemented based on such assessment.

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.

3.5 Customer Authorization for Agent-Executed Transactions

Customer is solely responsible for establishing and maintaining authorization policies for any agent acting on Customer’s behalf through the Platform, including aggregate spend limits, approval thresholds, and the scope of authority granted to the agent. Customer’s acceptance of these Terms and the budget specified in each Transaction Order together constitute Customer’s documented authorization for transactions executed within those limits. Customer is responsible for all actions taken by any agent operating through Customer’s account or authorized integration, including agent-executed Transaction Orders within the Transaction Order budget.

Scope3 provides the following controls to support Customer’s authorization framework: (a) Platform-enforced per-Transaction Order budget ceilings; (b) default human review for Platform-generated recommendations and suggestions, which Customer may disable; and (c) where Customer configures a governance agent (including one conforming to AdCP or a third-party service), Scope3 will reference that agent to sellers transacting through the Platform to the extent supported by the Platform and the applicable protocol.

Scope3 is entitled to rely on actions taken through Customer’s account or authorized integration as authorized by Customer, including for purposes of contract formation under Section 1.3 of the Facilitated Agreement Terms.

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 Rate Card or specified in an Order Form.

Certain Platform features may incorporate or require integration with third-party services. Use of such features is subject to the applicable third-party provider’s terms, and separate fees charged by those providers may apply. Scope3 will identify any third-party service dependencies in the applicable feature description on the Platform.

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 the marketplace services described in this Part 1, you access Scope3’s Collaborative Sustainability Platform (CSP) or participate in Scope3’s certification programs, the Scope3 Certifications and CSP Addendum applies.

5. Delegated Operations

5.1 Authority Grant

Customer or its agent may authorize Scope3 to access, configure, and operate Customer’s accounts, systems, files, or technical infrastructure on Customer’s behalf (“Delegated Access”). Each instance of Delegated Access is documented in an Order Form or through the Platform, specifying the scope of access, the systems or infrastructure involved, and the permissions granted.

5.2 Customer Responsibility for Access

Customer represents and warrants that it has full authority to grant each instance of Delegated Access, has obtained all necessary internal and third-party approvals, and that the grant of access does not violate any agreement between Customer and the operator of the applicable system or infrastructure. Customer is solely responsible for the accuracy of the permissions and configurations it provides or approves. Customer is responsible for all actions taken by any agent operating within the scope of granted Delegated Access.

5.3 Standard of Care

Scope3 will perform Delegated Operations in accordance with Customer’s documented instructions and configurations. Scope3 is not liable for outcomes that result from:

• Customer’s instructions, configurations, or approvals;
• the behavior, limitations, outages, or policy changes of the underlying system or its operator; or
• access revocations or restrictions imposed by the system operator.

Scope3’s liability under this Section is limited to its failure to act in accordance with Customer’s documented instructions using commercially reasonable care.

5.4 Authority Files and Declarations

Where Delegated Access involves Scope3 managing files or declarations that authorize agents or third parties to act on Customer’s behalf (such as adagents.json, or functional equivalents), Customer authorizes Scope3 to publish, update, and maintain such files as reasonably necessary to reflect Customer’s approved configurations. Scope3’s obligation is limited to accurately reflecting Customer’s approved configurations in such files. Scope3 has no duty to independently verify whether the authorizations Customer approves are correct, complete, or appropriate for Customer’s business. Customer remains solely responsible for reviewing and approving the substantive authorizations reflected in those files.

5.5 Suspension and Termination

Either party may suspend or terminate any instance of Delegated Access upon written notice. Suspension or termination by Customer relieves Scope3 of its obligations with respect to activity on the applicable system, including obligations related to operations that have already been initiated but not yet completed at the time of suspension or termination. Customer remains responsible for fees incurred prior to the effective date of suspension or termination and for any agreed-upon minimum commitments.

5.6 Payment Flows for Delegated Operations

Where Scope3 transacts on Customer’s behalf through Delegated Access, fees are as specified on the Platform or in an Order Form. Customer appoints Scope3 as its limited agent to receive and settle payments from third parties in connection with Delegated Operations. Payment to Scope3 constitutes payment to Customer, and Customer will not seek the same payment again from the payer. Scope3 may hold such amounts in its own or a service provider’s account, and any interest earned belongs to Scope3 or its service provider.

6. Scope3 IP and Restrictions

6.1 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. Scope3 IP also includes Scope3’s proprietary models, trained weights, scoring and ranking algorithms, classification taxonomies, proprietary signals and signal processing logic, Scope3 agent configuration and orchestration logic (including system prompts), and any data compilations or derived datasets that Scope3 develops in connection with operating the Platform, whether or not made available to Customer.

6.2 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.

6.3 Restrictions

You will not, nor allow any third party to:

• Use Scope3 IP for any purpose not permitted under these Terms or as otherwise authorized by Scope3 in writing. This restriction does not limit Customer’s configuration and operation of its own accounts, agents, and campaigns through the Platform.
• 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 for which Customer does not have the right to authorize such integration
• Copy, publish, export, distribute, rent, lease, sell, resell, sublicense, disassemble, or reverse engineer Scope3 IP
• Scrape or automate extraction of data or content from the Platform for use outside the Platform
• Share login credentials or allow unauthorized access
• Circumvent security measures or interfere with Platform functioning

7. Transaction Linking

7.1 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.

7.2 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

7.3 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
• Each transaction’s terms apply only to that specific transaction

8. Data Use, Co-Op, and Platform Learning

8.1 Data Use Principles

Scope3 operates as the Platform for agentic advertising. Our data use philosophy follows from that role: we hold and process customer data to run the platform marketplace and improve it, not to monetize it independently or use one customer’s information to benefit another.

Advertisers and agencies provide campaign briefs, information pertaining to the brand, creative assets, and performance data such as conversion signals and sales data. Publishers and other sellers provide inventory metadata, floor prices, audience signals, and storefront configurations. What flows between buyers and sellers is governed by the AdCP specification and, where applicable, the facilitated agreement or external agreement. The AdCP schema defines the exact fields that cross the boundary between buyer and seller.

Scope3 does not share a buyer’s commercial terms, campaign briefs, or performance data with sellers, nor a seller’s pricing, margin, or rate-card structure with buyers, outside of what the AdCP specification and any facilitated agreement require to solicit, respond to, execute and report on the buy.

Buyers and sellers may export their campaign data, reporting, and performance history through the Platform; this data is theirs. Input data (customer measurement feeds, briefs, targeting parameters, creative assets, and performance signals provided by a customer) remains that customer’s IP and is exportable on request. Agent configurations and learned model weights are not portable; these represent Scope3 IP built on top of customer inputs.

8.2 Standard Platform Data Usage

Scope3 uses aggregated and anonymized signals from marketplace activity to improve the quality of the Platform for all participants. This includes how we match buyers to relevant inventory, developing vertical and market benchmarks, and making recommendations that help buyers allocate budget more effectively across ad products. No individual participant’s data is identifiable in these uses, and we do not use one customer’s data to benefit a competitor or counterparty. Customer data is never used to train external LLMs, and our enterprise LLM agreements contractually prevent any such training.

8.3 Data Co-Op Opt-In

By default, all participants benefit from aggregated learning as described above. Participants, both buyers and sellers at the account level, may additionally opt into the data co-op, in which they contribute performance data to a shared pool in exchange for access to enhanced matching, pricing signals, and optimization recommendations derived from that pool. Opting in unlocks capabilities not available to non-participants. Opting out does not affect access to standard Platform features, and non-participants’ data is not contributed to the co-op. Specific co-op features, participation mechanics, and eligibility will be published on the Platform when available; these Terms govern participation. Opt-out is effective prospectively from the date Scope3 receives notice; data contributed to the co-op prior to opt-out is not removed and remains available for co-op purposes.

8.4 Log-Level Data

8.4.1 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.

8.4.2 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

This Section governs log-level data available after transaction completion. Where a Platform feature implements serve-time privacy constraints — such as structural separation of context and identity signals — those constraints govern execution-time data flows as described in the applicable feature description.

8.4.3 Personal Data and Clean Rooms

Log-level delivery data containing personal identifiers is processed through approved clean room environments only. Scope3 is planning to develop clean room integrations. Please see [LINK] for detail. 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. This Section does not apply to first-party audience data uploaded through Platform-supported audience synchronization flows, which are governed by Section 8.6.

8.5 Performance and Measurement Data

8.5.1 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

8.5.2 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.

8.5.3 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.

8.6 First-Party Audience Data

When a buyer uploads first-party audience data to a seller’s ad platform through a Platform-supported audience synchronization feature, Scope3 acts as a technical conduit only and does not retain or use such data for any Platform purpose, including Section 8.2. The uploading buyer represents and warrants that it has a lawful basis to process and transfer each individual’s data for the intended advertising purpose and is solely responsible for compliance with applicable privacy laws. A seller that receives such data may use it solely for the targeting or suppression purposes specified by the buyer for the applicable transaction, and may not use it for independent modeling, share it with third parties without buyer consent, or retain it beyond campaign completion or buyer deletion request. Compliance with this Section is a condition of seller’s access to audience synchronization features on the Platform.

9. Confidentiality

9.1 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.

9.2 Your Data

You own your data. Scope3’s collection and use of your data is governed by Section 8. Scope3 treats your data as confidential and will not disclose your individual performance data, campaign details, or business information except as you direct in writing, as described in Section 8, or as required by law.

9.3 Duration

Confidentiality obligations survive date of disclosure for 3 years, except for trade secrets which remain confidential indefinitely.

9.4 Return of Confidential Information

Upon termination of the agreement, upon request, the receiving party shall promptly return or destroy all manifestations of Confidential Information of the disclosing party and so certify to the disclosing party in writing.

9.5 Remedies

Each party acknowledges that any breach of its confidentiality obligations would cause irreparable injury to the other party for which monetary damages would not be an adequate remedy. Accordingly, in addition to other available remedies, in the event of such a breach, the non-breaching party shall be entitled to appropriate injunctive relief and other equitable remedies without the posting of any bond.

10. Fees and Commercial Terms

Scope3 publishes its current fee schedule in a Rate Card maintained on the Platform (“Rate Card”). The Rate Card has the same contractual force as terms specified in an Order Form. Specific rates, thresholds, and tier definitions for each fee category described in this Section 10 are published on the Rate Card; the ToS establishes the categories of fees that may apply, the mechanics of how they are assessed, and the payment obligations that govern them.

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. Invoiced and paid amounts are non-cancellable and non-refundable, unless due to verified Scope3 error.

10.1 Fee Categories

The following are among the categories of fees that may apply to your use of the Platform. Specific rates for each category are published on the Rate Card. Scope3 will identify which fee categories apply to a given feature or transaction in the applicable service description on the Platform prior to any election requiring Customer’s commitment.

Scope3 services operate in two modes. Routed Transactions use Scope3 to connect buyers and sellers: they transact and settle directly and do not use Scope3’s real-time decisioning or optimization. Decisioned Transactions include routing and also involve Scope3 acting on the transaction itself — applying real-time decisioning, optimization, or consolidated invoicing and payment processing operations.

The applicable Platform Fee rate is determined by transaction mode — Routed Transactions carry one rate and Decisioned Transactions carry another — with both rates specified in the Rate Card.

10.1.1 Platform Fees

Apply to any purchase made through the Platform, including media, signals, creative, outcomes, or other services transacted between participants. Platform fees cover Scope3’s marketplace infrastructure and operations that support the transaction. The applicable rate is determined by whether the transaction is a Routed Transaction or a Decisioned Transaction, as published on the Rate Card.

10.1.2 Creative Services Fees

Apply where a creative service is accessed through or integrated with the Platform. Cover creative production, adaptation, or AI-assisted generation services, including where a participant uses a Scope3-integrated creative engine or brings their own model API key through Scope3 infrastructure.

10.1.3 Data Services Fees

Apply where first-party data, audiences, or signals are hosted on or processed through Scope3’s infrastructure. Cover data storage, processing, and syndication capabilities.

10.1.4 Brand Standards and Governance Fees

Apply where buyer-elected brand safety verification, audit sampling, or compliance governance is activated for a transaction.

10.1.5 Add-Ons Provided by Scope3

Apply to buyers or sellers activating optional capabilities or services beyond standard marketplace participation. Think advanced storefronts, brand safety, creative studio.

10.1.6 Third-Party Service Fees

Apply where a transaction or feature involves a third-party provider integrated into the Platform — for example, underlying payment rails (such as Stripe) or third-party verification, compliance, or creative services. These fees reflect pass-through costs from the applicable provider. Scope3 identifies applicable providers in the relevant feature or service description on the Platform.

For certain third-party integrations, fees may be payable directly by the participant to the applicable provider under a separate agreement rather than as a pass-through; where this is the case, Scope3 will identify the direct-billing arrangement in the applicable feature or service description on the Platform. Regardless of billing model, Scope3 may markup or receive compensation from third-party providers in connection with Platform integrations.

10.2 Transaction Mode and Agreement Type

The applicable Platform Fee rate is determined by transaction mode (Routed or Decisioned). A transaction conducted under an External Agreement may be a Decisioned Transaction if it uses Scope3’s real-time decisioning or optimization. Consolidated invoicing and payment processing through Scope3 requires a Facilitated Agreement.

10.3 Late Fees

Unpaid amounts accrue late fees at 1% per month (12% per annum) or the highest rate permitted by law, whichever is lower, after 30 days from payment due date.

10.4 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.

10.5 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.

10.6 Platform Elections and Rate Card

The current Rate Card is accessible on the Platform via your Account menu. Scope3 will maintain the Rate Card and make it accessible at all times, including prior to any election requiring Customer’s commitment.

When Customer activates a feature, selects a pricing tier, or configures a service through the Platform, that election constitutes Customer’s agreement to the associated terms and fees as published on the Rate Card and the Platform at the time of election. Platform-published terms, including the Rate Card, have the same contractual force as terms specified in an Order Form.

The rates and terms applicable to a transaction are locked at the time of Customer’s election and are not subject to change by reason of a subsequent Rate Card update. Once Customer has made a Platform election, the rates and terms in effect at that time govern that transaction through completion.

10.6.1 Rate Card Updates

Scope3 may update the Rate Card at any time upon 30 days’ prior written notice to Customers. Notice will be provided via the Platform, email, or both. Rate Card updates do not apply to:

• transactions already committed via a Platform election prior to the effective date of the update;
• fees specified in an Order Form for the term of that Order Form; or
• Facilitated Agreements already in execution.

If Customer continues to use the Platform following the expiration of the notice period, Customer accepts the updated Rate Card as to new elections made after the effective date.

10.6.2 Feature-Specific Obligations

Certain Platform features require Customer to fulfill operational obligations as a condition of use — for example, delegating system access, configuring integrations, delivering data, alerts, or reporting. When Customer activates a feature, the feature description published on the Platform at the time of activation governs these obligations, and activation constitutes Customer’s acceptance of them. Scope3 may update feature-specific obligations upon 30 days’ notice; Customer’s continued use of the feature after the notice constitutes acceptance of the update. Where a feature involves Delegated Access as defined in Section 5, Section 5 governs.

10.6.3 Feature Deactivation

Customer may deactivate any elected feature through the Platform at any time, ending access and stopping new fee accrual. Prior accrued fees remain due. Minimum commitments survive.

10.7 Transaction Integrity and Fee Protection

10.7.1 Complete Reporting and Data Cooperation 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.

In addition, participants will provide Scope3 with complete and accurate data reasonably necessary for Scope3 to operate the Platform, calculate fees, and perform services on the participant’s behalf, including transaction logs, delivery reports, and performance data from the participant’s systems or third-party platforms. Where Scope3 does not receive sufficient information via the Platform to calculate fees owed, the participant will provide such data in a format acceptable to Scope3 at the end of each calendar month. Documentation regarding minimum required fields is available at docs.scope3.com.

If a participant fails to provide required data within sixty (60) days after month-end, Scope3 may invoice based on its good-faith estimates using available Platform data, third-party data, industry benchmarks, and historical activity.

10.7.2 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

10.7.3 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 10.5, with audit costs borne by the participant if discrepancies are confirmed.

10.8 Platform Fee Independence

10.8.1 Fees Due Regardless of Facilitated Agreement Status

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

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

10.8.2 Collection Methods

Scope3 may collect Platform 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

10.8.3 Timing

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

11. 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.

12. Data Privacy

12.1 Data Processing

For personal data processing, our Data Processing Addendum (available at scope3.com/agreements/data-processing-addendum) applies and is incorporated by reference.

12.2 Sensitive Personal Data

You will not provide any sensitive personal information, sensitive categories of personal data, or personal data without sufficient legal basis to do so, as defined under applicable data privacy laws or regulations.

13. Representations and Warranties

13.1 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 under these Terms

13.2 Disclaimers

Except as expressly stated, THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” without warranties of any kind, express or implied, including merchantability or fitness for a particular purpose.

14. Term and Termination

14.1 Term

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

14.2 Survival of Obligations

Past transaction obligations survive termination.

15. Indemnification

15.1 Your Indemnification

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

• Your breach of the Restrictions (Section 6.3), your failure to comply with security and encryption requirements under Section 3.3 to the extent causing a security incident or data breach, your violation of the data and confidentiality obligations in Sections 8 and 9, or your provision of inventory, personal data, or services through the Platform for which you lacked sufficient rights or authority
• Your advertising content or creative assets
• Regulatory enforcement actions, fines, or third-party claims arising from materially inaccurate data submitted by you or on your behalf in connection with regulatory compliance obligations applicable to your creative or content through the Platform
• Intellectual property infringement by your materials
• Your violations of applicable laws or third-party rights or agreements
• Your failure to obtain, maintain, or honor any consent required under applicable privacy laws and regulations in connection with personal data you collect, process, or make available through the Platform
• Disputes between you and other participants

§15.1(a) — Sub-Accounts and End-Client Conduct

Customer is solely responsible for all activity conducted through any account, sub-account, or access credentials that Customer requests, directs, enables, or allows (including via agent), for its clients or other third parties on the Platform (“End-Client Accounts”), whether provisioned by Scope3 or by Customer. Customer’s indemnification obligations under Section 15.1 extend to all claims arising from End-Client Account activity.

§15.1(b) — Transaction Dispute Indemnification

Customer indemnifies, defends, and holds Scope3 harmless against claims brought against Scope3 by Customer’s transaction counterparties or their clients and end users arising from disputes between the parties to an underlying transaction, whether governed by a facilitated agreement or an external agreement.

15.2 Scope3’s Indemnification

For uses of the Platform you have paid for, Scope3 indemnifies, defends, and holds you harmless against third-party claims: (i) to the extent arising from Scope3’s breach of applicable laws, including data privacy laws, or the Data Processing Addendum, and (ii) that your authorized use of Scope3 IP infringes third-party intellectual property rights, except where such breach or infringement results from:

• Your or a third party’s unauthorized modifications or misuse
• Your or a third party’s data or breach of law, regulation, or contract
• Combination with non-Scope3 technology
• Use after notice to discontinue

15.3 Procedures

The indemnified party must promptly notify the indemnifying party, grant control of defense (without requiring admission of liability), and provide reasonable cooperation. If Scope3 is named in any regulatory, administrative, or governmental proceeding arising from a participant’s use of the Platform or content delivered through it, the participant will cooperate fully with Scope3’s defense, including by providing access to relevant records, personnel, and information.

16. Liability

16.1 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.

16.2 No Guarantee

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

17. Marketing Rights

17.1 Scope3 Marketing Rights

Scope3 may use your name and logo in customer lists and on its website and marketing materials, subject to compliance with your brand guidelines. Any press release, testimonial, or case study requires prior written approval.

17.2 Your Marketing Rights

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

17.3 Press Release Approval

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

18. GENERAL PROVISIONS

Legal Framework

• Governing Law: New York law
• Disputes: Arbitration in New York (for customers headquartered in North America or Customer election) London (for customers headquartered outside of (and who do not elect) North America)
• Venue: New York / UK (London) courts for enforcement, as above

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 (to ensure integrity of platform participants); we can assign freely in a merger, acquisition, or sale of all or substantially all assets with notice via the Platform
• 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

Ecosystem-Uniform Terms

When a buyer and seller transact through the Platform, their facilitated agreement must reflect a single, unified set of terms. A buyer and seller cannot form a facilitated agreement on incongruous terms — the agreement must be the same document for both parties. This uniformity is what makes the marketplace work: every participant can trust that the legal framework governing any facilitated transaction is consistent, predictable, and equitable across the ecosystem.

The Platform Terms and Payment Processing Terms govern each participant’s individual relationship with Scope3. The Facilitated Agreement Terms are different: they govern a bilateral relationship between two participants — buyer and seller — and that relationship must be grounded in a single, shared document. All participants transact on the same Facilitated Agreement Terms, without exception. That uniformity is not a limitation; it is the foundation of a functioning marketplace.

The Facilitated Agreement Terms

The full text of the Facilitated Agreement Terms is published as a standalone document and is incorporated into these Terms of Service by this reference. By accepting these Terms of Service, each participant acknowledges that the then-current Facilitated Agreement Terms will govern any Relationship Agreements and Transaction Orders formed between that participant and other Platform participants. The Facilitated Agreement Terms become binding between buyer and seller upon formation of a Relationship Agreement or Transaction Order in accordance with their terms.

Updates

Scope3 may update the Facilitated Agreement Terms on thirty (30) days’ prior written notice to all Platform participants. Continued use of the Platform for new Relationship Agreements or Transaction Orders after the notice period constitutes acceptance of the updated Facilitated Agreement Terms. Relationship Agreements and Transaction Orders formed prior to the effective date of an update continue to be governed by the version of the Facilitated Agreement Terms in effect at the time of their formation; those existing agreements are not retroactively amended.

Relationship to Parts 1 and 3

Parts 1 and 3 of these Terms of Service — the Platform Terms and the Payment Processing Terms — govern the bilateral relationship between each participant and Scope3. The Facilitated Agreement Terms govern the bilateral relationship between buyer and seller for each facilitated transaction. Scope3 is not a party to facilitated agreements.

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 Participant Billing Responsibility

The participant who accepted these Terms is the buyer for all purposes under these Payment Processing Terms, regardless of any internal billing arrangement the participant has configured with a third party (such as an agency, trading desk, or operator). No such arrangement transfers the participant’s payment obligations to Scope3 to any third party, and Scope3 has no obligation to invoice, pursue, or recognize the authority of any entity that has not independently accepted these Terms. The participant remains solely responsible for ensuring payment reaches Scope3 in accordance with applicable payment terms.

1.5 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 buyer and seller 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.

1.6 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 reserves the right to manage 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.

1.7 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 the measurement terms set forth in the applicable Facilitated Agreement).

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

Service delivered per Platform transaction

• Seller and any agreed sources of measurement data deliver timely delivery reports (via the Platform), including a final delivery report within five (5) days of the final day of each month. Where the designated measurement source for a Transaction Order operates on a reporting cycle that extends beyond month-close (as specified in the Transaction Order or product listing), the final delivery report for that Transaction Order is due within five (5) days of the measurement source’s final data release for the applicable period.
• Scope3 invoices buyer based on reported metrics from the designated measurement source

Buyer reviews invoice and either:

• Accepts (explicitly or by payment), or
• Disputes in good faith per Section 1.6
• Buyer pays Scope3 per the payment terms of the facilitated agreement, which also constitutes acceptance of the invoice
• 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 buyer and seller prior to buyer acceptance.

2.3 Timing

• Invoice: Within five (5) days of month close, except that where the final delivery report for a Transaction Order is delayed under Section 2.1 due to the measurement source’s reporting cycle, the invoice for that Transaction Order will be issued within five (5) days of receipt of the final delivery report
• 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 only to Scope3’s right (but not obligation) to manage buyer conduct under Section 1.6. Buyer must notify Seller and Scope3 of any invoice dispute within fifteen (15) days of receipt (with reasonable detail). Any undisputed portion remains payable per the invoice terms. Amounts properly disputed will not be deemed accepted until the dispute is resolved (by written agreement of the parties or final determination).

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 1.6
• 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

3.3 IVT Post-Acceptance Credit and Seller Recovery

(a) Seller Notice and Contest. Upon receipt of a qualifying post-acceptance IVT claim under the applicable Facilitated Agreement, Scope3 will notify seller. Seller has ten (10) business days to contest the claim in writing with reasonable specificity. Scope3’s determination is final for payment processing purposes and does not affect the parties’ dispute rights under the applicable Facilitated Agreement.

(b) Seller Clawback. Upon validation of a claim, Scope3 will recover the credited amount from seller by: (i) deduction from the next scheduled remittance; (ii) offset under Section 2.5; or (iii) direct invoice if no remittance is pending. Seller’s clawback obligation is unconditional and survives termination of the applicable Transaction Order.

(c) Suspension Pending Recovery. If seller fails to satisfy a clawback obligation within thirty (30) days of notice, Scope3 may suspend seller from accepting new Transaction Orders until resolved. Existing Transaction Orders are unaffected.

(d) Cash Refund — No Future Invoice. Where buyer has no future consolidated invoice against which to apply a validated credit, Scope3 will issue a cash refund within the earlier of: (i) thirty (30) days after receiving the clawback amount from seller, or (ii) ninety (90) days after credit validation. If clawback is not received by day ninety (90), Scope3 issues the refund and pursues seller recovery independently. Scope3’s refund obligation is not contingent on completing seller recovery.

4. Fees

4.1 Payment Processing Fees

Scope3’s payment processing and consolidated invoicing service is included in the Decisioned Transaction Platform Fee rate applicable to each Facilitated Agreement (see Section 10.1.1 of the Platform Terms). Separately, underlying payment rail costs (such as fees charged by third-party payment processors) are passed through to and payable by the seller as a third-party service fee under Section 10.1.6 of the Platform Terms. The applicable rate for such pass-through costs is published on the Rate Card.

4.2 Fee Structure

• Payment processing fees are assessed on the gross transaction value of each Facilitated Agreement
• Late fees accrue monthly after payment terms expire
• All fees non-refundable except to the extent of verified Scope3 error

5. Currency and Exchange

5.0 Interim: USD-Only Currency

For the Platform’s initial phase, facilitated transactions will be invoiced and settled in United States Dollars (USD). Scope3 does not currently support facilitated transactions denominated in other currencies. For multi-currency support in future releases, Sections 5.1 – 5.4 will apply.

5.1 Supported Transaction Currencies

If and when available, Scope3 will support transactions denominated in any of multiple currencies. Where this feature is supported, buyer and seller may agree on transaction currency in their facilitated agreement.

5.2 Scope3 Fee Currency

Scope3’s fees are calculated and invoiced as follows:

• Percentage-based fees (Platform fees, payment rail pass-through fees, and other fees calculated as a percentage of transaction value): 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 Rate Card 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

When the Platform supports multiple currencies, for payment processing between buyer and seller, Scope3 will pass 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. Buyer and seller each 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 (to ensure integrity of platform participants); 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

CERTIFICATIONS AND CSP ADDENDUM

Introduction

This Addendum supplements the Scope3 Terms of Service (“Terms”) and governs Customer’s participation in Scope3’s certification programs and use of the Collaborative Sustainability Platform. Capitalized terms not defined here have the meanings given in the Terms.

This Addendum applies when Customer participates in a Scope3 certification program or accesses the CSP. In the event of a conflict between this Addendum and the Terms with respect to the subject matter herein, this Addendum governs.

1. Certification Programs

1.1 Green Media Products

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

• is under an active Order Form for Scope3 Green Media Products; and
• meets and maintains compliance with the Green Media Standards Adherence Policy (available at scope3.com/agreements/green-media-standards-adherence-policy).

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

1.2 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 (available at scope3.com/agreements/verified-partner-policy). Scope3 may revoke Verified Partner status upon material non-compliance.

1.3 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.

2. Collaborative Sustainability Platform and Analytics Services

2.1 CSP Access

Subject to the terms of this Addendum and the Terms, Scope3 grants Customer access to the Collaborative Sustainability Platform (“CSP”) and related analytics services, which may include benchmark data and inventory insights, campaign-level emissions measurement and reporting, scenario modeling tools, and API and integration access. Current CSP capabilities are published on the Platform.

2.2 License to Analytics Data

Subject to the confidentiality provisions in the Terms, 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.

2.3 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.

2.4 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.

3. General Provisions

3.1 Relationship to Terms

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

3.2 Prior Terms and Order Forms

To the extent Customer has more favorable terms covering any services described in this Addendum under a prior active agreement with Scope3, Customer will retain the benefit of those more favorable terms for the duration of that prior agreement. Specific 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 a conflict between this Addendum and an Order Form, the Order Form governs.

3.3 Term

This Addendum remains in effect for so long as Customer participates in any certification program or uses the CSP, subject to termination as set forth in the Terms.

HOW IT ALL WORKS: COMMON SCENARIOS

Scenario 1: Simple Service Connection

Need: Buy using your existing MajorPub contract on Platform

Use: Platform Terms only

Result: Direct commercial relationship maintained between you and MajorPub; Routed Transaction Platform Fee rates apply. 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 applicable Platform fees (at the Decisioned Transaction rate)

Scenario 3: Network Business Model with Linked Transactions

Need: Buy media from publishers and sell to brands

Setup:

• Transaction A: Network buys from MajorPub (facilitated agreement)
• Transaction B: Network sells to MediaAgency (facilitated agreement)

Result:

• Two independent transactions, linked in Platform for creative delivery, targeting, brand safety, reporting, etc.
• For Transaction A, Scope3 invoices Network for MajorPub media; upon Network’s acceptance, Scope3 remits to MajorPub per payment terms
• For Transaction B, Scope3 invoices MediaAgency for Network’s services; upon MediaAgency’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 fees (at the Decisioned Transaction rate) apply separately to each transaction

Scenario 4: Bundled Services with Multiple Links

Need: Create bundled offering with media and creative

Setup:

• Transaction A: Buy media from MajorPub
• Transaction B: Buy creative from CreativeAutomtnCo
• 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:

• MajorPub: External agreement (your paper)
• CreativeAutomtnCo: Facilitated agreement
• Brand: Facilitated agreement

Result:

• Routed Transaction Platform Fee rate for MajorPub transaction
• Decisioned Transaction Platform Fee rate for CreativeAutomtnCo and Brand transactions
• Payment processing available only for Decisioned Transaction portions (Facilitated Agreements)

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