Terms of Service

The binding agreement that governs use of the Scope3 Platform, facilitated agreements, and payment processing.

Version 4.0 · Published 24 August 2026

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Quick Start Guide

  • Step 1: Click ToS → Access Platform

  • Step 2: Connect with participants using your existing contracts OR Platform Facilitated Agreements

  • Step 3: Elect Scope3 consolidated invoicing and remittance for any relationship governed by a Facilitated Agreement, where supported and agreed to by your counterparty

How this document is organized. Sections 1–3 explain what you are agreeing to and how it binds. Sections 4–5 cover what you pay and what happens with money that moves through the Platform. Sections 6–7 cover data and confidentiality. Sections 8–10 cover intellectual property, elective operational services, and marketing rights. Sections 11–13 cover risk allocation. Sections 14–16 cover termination, marketplace operation, and general terms. Provisions marked [Sellers] or [Buyers] apply only in that role; provisions marked [If elected] apply only if you elect the feature. Everything else applies to every participant, whether you buy, sell, both, or neither.

1. The Agreement

1.1 Parties

This Interchange Terms of Service (the “Terms”) forms 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.

1.2 Acceptance

You accept these Terms by clicking to agree to them on the Platform or by signing an Order Form that references them.

Important Information about Procedures for Establishing a New Scope3 Account: To help the government fight the funding of terrorism and money laundering activities, federal law may require us to obtain, verify, and record information that identifies each person who establishes an account with Scope3 or transacts business through the Platform. What this means for you: When you establish a Scope3 account to initiate transactions with your counterparties, we will ask for your or your beneficial owner’s name, address, and other information that will allow us to identify you. We may also ask to see a copy of your identifying documents, such as a certificate of organization.

1.3 What These Terms Include

These Terms comprise: (a) this document, including the Invoicing and Remittance Terms in Section 5; (b) the Facilitated Agreement Terms, published at [scope3.com/facilitated-agreement-terms] and incorporated by reference, which govern transactions between Platform participants; (c) the Rate Card; (d) the Data Processing Addendum, the Service Level Agreement (Attachment A), the Marketplace Policies, and, where you elect invoicing and remittance, the Payment Operations Schedule, each incorporated by reference; and (e) Order Forms you sign and addenda that apply to you.

In case of conflict: an Order Form governs over the Rate Card; the Rate Card governs over these Terms; an addendum governs over these Terms as to its own subject matter; and these Terms govern over the Marketplace Policies and the Payment Operations Schedule. Risk allocation between you and Scope3 is established only in these Terms, an Order Form, or an addendum — not in a policy or schedule.

1.4 Agents Acting for You

You are solely responsible for establishing and maintaining authorization policies for any agent acting on your behalf through the Platform, including aggregate spend limits, approval thresholds, and the scope of authority granted to the agent. Your acceptance of these Terms and the budget specified in each Transaction Order together constitute your documented authorization for transactions executed within those limits. You are responsible for all actions taken by any agent operating through your account or authorized integration, including agent-executed Transaction Orders within the Transaction Order budget and elections under Section 5.

Scope3 provides the following controls to support your authorization framework: (a) Platform-enforced per-campaign budget ceilings; (b) a human review option for Platform-generated recommendations and suggestions, which you may adjust; and (c) where you configure 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 your account or authorized integration as authorized by you, including for purposes of contract formation under Sections 1.1 and 1.2 of the Facilitated Agreement Terms and elections under Section 5.

1.5 Updates and Version Persistence

Scope3 may update these Terms on 30 days’ notice for material changes. Continued use of the Platform after the notice period constitutes acceptance.

Where you have not accepted a revised version of these Terms, the version you last accepted continues to govern Transaction Orders formed before Scope3 restricts new activity under Section 15.4. Those Transaction Orders run to completion under that version, including invoicing, acceptance, invalid-traffic, and remittance. A relationship agreement formed under a prior version continues in effect but produces no new Transaction Orders. Fees for a Transaction Order agreed under a prior version remain governed by that version.

2. The Platform and Ways to Transact

2.1 What the Platform Does

Scope3 operates a marketplace platform, Interchange (the “Platform”), that connects participants for advertising-related services. You can buy advertising services (media, creative, measurement, outcomes, data), provide advertising services to others, link related transactions together, and configure your Platform operations. The Platform and certain features described in these Terms are under active development and may not yet be available or fully functional.

2.2 Two Ways to Transact

External Agreements (your paper). When you have existing contracts with another participant (“External Agreement”), the Platform makes API connections on your behalf; you handle contracts and payments directly; Scope3 facilitates technical integration only and does not invoice or remit for External Agreement relationships.

Agreement type is designated bilaterally. For a relationship to be governed by an External Agreement, each party must confirm to Scope3 through the Platform that the relationship is governed by an External Agreement. Scope3 records each party’s confirmation and when it was made. Where one party confirms an External Agreement and the other does not, the Facilitated Agreement Terms govern the relationship. The parties are not prevented from transacting with each other, and neither party is obliged to enter into any Transaction Order.

In confirming that a relationship is governed by an External Agreement, each party represents that a valid, binding agreement sufficiently governing the relationship and each transaction executed between the parties exists (and will exist prior to each such transaction) between them. Your indemnification obligations in respect of a claim arising from a relationship or transaction for which this representation was not correct are as set out in Section 12.1.

A relationship for which you have directed Scope3 to invoice a party other than you is governed by the Facilitated Agreement Terms and may not be designated an External Agreement.

Facilitated Agreements (Platform paper). When you use Platform-standard agreements to transact with another participant, the Facilitated Agreement Terms govern. They 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. Scope3’s consolidated invoicing and remittance services are available if elected (Section 5). Section 16.2 describes the relationship between these Terms and the Facilitated Agreement Terms.

2.3 Technical Requirements

Participants must follow Scope3’s reasonable technical specifications and mandated best practices, as published in the Marketplace Policies and at https://docs.interchange.io/, covering API integration, authentication, data formatting and exchange, webhooks, response times and availability, and security and encryption. 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.

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.

Participants will provide Scope3 with complete and accurate data reasonably necessary for Scope3 to operate the Platform and to perform services on the participant’s behalf, including transaction logs, delivery reports, and performance data from the participant’s systems or third-party platforms.

2.4 Platform Services

The Platform enables participants to discover counterparties, execute advertising transactions, manage campaign delivery, and access reporting and measurement. Available features and interfaces vary by participant type and use case; current capabilities are published on the Platform. Certain capabilities are available only if elected by or included for you, may require additional fees as published on the Rate Card or an Order Form, and may be restricted if not elected or included (Section 15.4). Certain features incorporate or require third-party services; use of such features is subject to the applicable provider’s terms, separate provider fees may apply, and Scope3 will identify third-party dependencies in the applicable feature description.

Brand safety features. The Platform may include 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. These 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.

Scope3-operated services. Where Scope3 operates a capability on the Platform on your behalf — including presenting, pricing, or responding to demand for your offerings — Scope3 will do so using commercially reasonable care and in accordance with the configurations, rates, approvals, and policies you have documented through the Platform. Scope3 does not warrant any commercial result or outcome; you remain responsible for your own offerings and the configurations you approve. Scope3’s liability under this Section is limited to its failure to act in accordance with your documented configurations using commercially reasonable care.

3. Transaction Linking

The Platform enables you to link related transactions for operational efficiency and reporting — for example, buying media from one party and selling to another, bundling services for resale, or cost-plus arrangements. Linked transactions remain independent, each with its own terms, pricing, and obligations. When you link transactions: you are fully responsible for each transaction independently; payment obligations in one transaction do not depend on the other; and each transaction’s terms apply only to that transaction.

4. Fees

Scope3 publishes the current fee schedule on the Platform via your Account menu (the “Rate Card”). The Rate Card has the same contractual force as terms specified in an Order Form. Specific rates, thresholds, and tier definitions are published on the Rate Card; these Terms establish the fee categories, the mechanics of assessment, and the payment obligations that govern them. All fees due to Scope3 are net 30, except as provided in Section 4.8. Invoiced and paid amounts are non-cancellable and non-refundable, unless due to verified Scope3 error. Scope3 does not take a percentage of media; fees attach to metered activity and access periods.

4.1 Fee Categories

The following are among the categories of fees that may apply. Scope3 will identify which categories apply to a feature or transaction in the applicable service description prior to any election requiring your commitment. Fees may apply whether you act as buyer, seller, both, or neither.

Usage Fees apply to your consumption of Platform capabilities that carry a published price, measured in usage units as denominated on the Rate Card. Usage Fees are assessed on the activity Scope3 meters and do not require an underlying transaction, purchase, or media spend. Your plan — including any periodic commitment, included quantity, overage rate, and rollover — is as published on the Rate Card and elected under Section 4.5. A usage unit is a measure of service consumption; it is not currency, a stored-value instrument, a security, or a property interest. Scope3 may grant credits against Usage Fees; credits are not cash, have no cash value, are not redeemable for money, expire and apply in the order published on the Rate Card, do not stack unless the Rate Card provides otherwise, and are non-transferable except as the Rate Card permits. Scope3 may decline to charge for metered activity in its sole discretion; nothing obliges it to do so. You are liable for all Usage Fees drawn against your plan, including usage by End-Client Accounts and by any agent operating through your account or authorized integration.

Platform License Fee applies where you elect or are provided a periodic license to Platform access with included capabilities and quantities, as published on the Rate Card or an Order Form. It is payable for each license term and is independent of Usage Fees, except to the extent the license includes usage quantities. It is consideration for access to the capabilities elected by or included for you and does not expand the license granted in Section 8.2.

Creative Services Fees apply where a creative service is accessed through or integrated with the Platform, including AI-assisted generation and bring-your-own-model configurations. Data Services Fees apply where first-party data, audiences, or signals are hosted on or processed through Scope3’s infrastructure. Brand Standards and Governance Fees apply where buyer-elected brand safety verification, audit sampling, a certification program, or compliance governance is activated for a transaction. Add-On Fees apply to optional capabilities beyond standard marketplace participation (advanced features, brand safety, creative studio).

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 reflect pass-through costs from the applicable provider; Scope3 identifies applicable providers in the relevant feature or service description. For certain integrations, fees may be payable directly to the provider under a separate agreement rather than as a pass-through; where so, Scope3 will identify the direct-billing arrangement in the applicable feature or service description. Scope3 may receive compensation from third-party providers in connection with Platform integrations.

4.2 Late Fees and Taxes

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

4.3 Metering Records and Reconciliation

Scope3’s metering records are the source of truth for Usage Fees. Scope3 will make available through the Platform the usage attributed to each priced activity and the rate at which it was priced. Scope3 has no obligation to disclose the models, logic, or infrastructure that produce its metering.

For twelve (12) months following termination of these Terms, Scope3 will continue to make available to you, on a read-only basis, the usage and rate records described in this Section for periods prior to termination, for reconciliation purposes only. This access does not reopen any invoice or amount already accepted, deemed accepted, or paid, and confers no right to re-run or replay any metering.

4.4 Fee Independence

Fees due to Scope3 accrue when the priced activity occurs or when the applicable access period begins, and are independent of: any dispute, payment status, or performance issue between participants; whether your own transactions completed, delivered, or performed; whether you realized any commercial benefit from the activity; and any dispute regarding metering or activity classification, which is addressed under Section 4.3.

4.5 Platform Elections and Rate Card

The current Rate Card is accessible on the Platform via your Account menu at all times, including prior to any election requiring your commitment. When you activate a feature, select a plan or pricing tier, or configure a service through the Platform, that election constitutes your agreement to the associated terms and fees as published on the Rate Card and the Platform at the time of election. Capabilities may also be made available as part of a license or plan without a separate election; entitlement to a capability and the obligation to pay for it may be administered separately. Scope3 does not verify authorization and, absent sufficient advanced notice from you to the contrary, is entitled to rely on any election made through your account or authorized integration as authorized by you; your internal authorization requirements, even if shared with Scope3, do not affect the validity of an election or your obligation to pay. Platform-published terms, including the Rate Card, have the same contractual force as terms specified in an Order Form.

Scope3 may publish revised Rate Cards at any time on written notice, via the Platform (such as on the Rate Card itself), email, or both. A revision does not change the rates applicable to activity already metered, to a period already committed, or to any period for which rates are held under an accepted Rate Card or Order Form. A revision applies at the start of your next billing period following expiration of the notice period, or at renewal for a term-based plan or license. If you continue to use the Platform after the notice period, you accept the updated Rate Card as to new elections made after the effective date.

Feature-specific obligations. Certain features require you to fulfill operational obligations as a condition of use — for example, delegating system access, configuring integrations, or delivering data or reporting. The feature description published at the time of activation governs these obligations, and activation constitutes acceptance of them. Scope3 may update feature-specific obligations on 30 days’ notice; continued use after notice constitutes acceptance. Where a feature involves Delegated Access, Section 9 governs.

Deactivation. You may deactivate any elected feature, plan, or license through the Platform at any time. Deactivation stops new fee accrual and ends any renewal of the deactivated item. Where the item is paid or committed in advance for a period, access continues to the end of that period; otherwise access ends on deactivation. Prior accrued fees remain due, amounts paid or committed for the then-current period are neither refundable nor prorated, and minimum commitments survive.

4.6 Agreement Type and Elected Services

You and your counterparty designate each relationship as a Facilitated Agreement or an External Agreement as provided in Section 2.2. Scope3’s invoicing and remittance services are elected separately under Section 5 and are available only where the relationship is governed by a Facilitated Agreement.

4.7 Collection

You authorize Scope3 to collect fees due to Scope3 in the following manners: direct invoice to the owing party; charge to a payment method you have authorized; deduction from amounts otherwise payable to a participant, where Scope3 invoices and remits for that participant under Section 5; or set-off against receivables. Where you provide a payment method, you authorize Scope3 to charge that method for amounts due as they fall due under Section 4.8, including amounts accrued during a period under that Section. Where an amount due to Scope3 has failed or remains unpaid, Scope3 may restrict new activity as provided in Section 15.4.

4.8 Timing

Fees due to Scope3 are payable as follows: committed and recurring amounts, including the Platform License Fee and any periodic commitment under your plan, in advance for each period, at the rate fixed in the accepted Rate Card or Order Form; metered amounts, after the period in which they accrue, except that where you have authorized a payment method, Scope3 may charge accrued amounts during the period; fees in connection with Scope3’s invoicing and remittance services, deducted from the amount payable to a participant; and invoiced amounts, net 30 from invoice date. These Terms apply irrespective of the payment terms between the parties to any Facilitated Agreement.

5. Invoicing and Remittance Terms [If elected]

5.1 The Service and Scope3’s Role

Scope3 manages invoicing and remittance operations for participants who elect them: buyers receive consolidated invoices, and sellers receive aggregated payments. The services in this Section 5 are elective and are available only for a relationship governed by a Facilitated Agreement. Election is effective for a given counterparty relationship only where the applicable payment method is supported for that relationship and the counterparty has accepted these Terms. The operational mechanics of invoicing, consolidation, netting, invalid-traffic credits, and cross-currency settlement are set out in the Payment Operations Schedule, which binds each participant that elects the services in this Section 5; in case of conflict, this Section 5 governs.

In connection with Scope3’s providing the invoicing and remittance services, if you are a seller, you appoint Scope3 as your limited agent for receiving and settling payments from buyers for services they purchase from you. Scope3 collects only amounts owed to sellers for whom it acts as agent, holds no participant funds for its own account, extends no credit and no working capital to any participant, and takes no position in any currency for its own account. Notwithstanding anything to the contrary, seller authorizes Scope3 to hold amounts received from buyers in an account of its own or a service provider’s account, and interest earned on such amounts before being remitted to seller, if any, belongs to Scope3 or its service provider.

For each Transaction Order to which the invoicing and remittance services are applicable, payment by buyer to Scope3 constitutes payment to seller: once buyer pays Scope3, buyer’s payment obligation to seller is satisfied in the amount received by Scope3 and seller’s recourse to such payment is solely against Scope3 (seller cannot seek the same payment again from buyer).

Participant understands that Scope3’s invoicing and payment services are limited to what is described in these Terms, and that Scope3 is not a money transmitter, lender, or any other type of financial institution.

[Sellers] Seller may elect which collection methods Scope3 may use on its behalf, globally or for a specified buyer, from those Scope3 makes available. Costs charged by a provider of an elected method, including reversals attributable to that method, are passed through to and payable by the electing participant under Section 4.1 (Third-Party Service Fees), at the rates published on the Rate Card. Seller authorizes Scope3 to deduct such third-party fees from the amount payable to seller. Scope3 may add, change, or withdraw available methods on notice. Scope3 charges no additional fee of its own for the invoicing and remittance services described in this Section.

5.2 Election

Elections under this Section 5 are made through the Platform. Section 4.5 governs election mechanics. Section 1.4 governs your responsibility for elections made through your account or authorized integration.

5.3 Invoicing and What Scope3 Relies On

Scope3 invoices buyers based on reported metrics from the designated measurement source, per the measurement terms of the applicable Facilitated Agreement. An invoice may also include amounts payable under the Facilitated Agreement Terms that are not calculated from delivery metrics, such as a cancellation fee; such amounts are accepted, collected, and remitted on the same terms as any other amount on the invoice. The service description documented in a seller’s product or proposal becomes binding on both parties upon formation of the Transaction Order and governs what seller is obligated to deliver. 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 delivery and conformance disputes directly with each other; Scope3 does not adjudicate, mediate, or resolve disputes between buyers and sellers.

5.4 Buyer Obligations [Buyers]

Only the entity that accepted these Terms becomes the buyer for all purposes under this Section 5, 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 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 buyer remains solely responsible for ensuring payment reaches Scope3 in accordance with applicable payment terms.

Buyers are expected to review and accept or dispute invoices promptly and in good faith, and to articulate a reasonable basis for any dispute; payment of an invoice also constitutes acceptance. Dispute notice, timing, and part-payment identification requirements are set out in the Payment Operations Schedule. Scope3 may limit or suspend a buyer’s transaction activity and invoicing privileges based on that buyer’s conduct on the Platform, including untimely acceptance or payment and patterns suggesting abuse of the invoice acceptance process.

Scope3 may set, apply, and change limits on the amount a buyer may commit or be invoiced through the Platform, and may require prepayment. Any such limit is an operational control for Scope3’s own administration of the Platform. It is not an extension of credit to the buyer, a guarantee or assurance of the buyer’s payment, an assessment of the buyer’s creditworthiness, or a representation on which any seller may rely. Scope3 does not underwrite or guarantee any participant’s payment obligations, and does not monitor or enforce payment or credit terms agreed between a buyer and a seller.

5.5 Payment Release and Seller Risk [Sellers]

Scope3 remits payment to sellers for accepted invoices, after it receives cleared funds from the buyer, on the timing in the Payment Operations Schedule. To the extent Scope3 receives any amount from buyer that is subject to dispute, seller authorizes Scope3 to hold such amount pending final resolution of the dispute. Sellers bear the risk of buyer non-acceptance or prolonged disputes, and Scope3 will not be liable to seller for such nonpayment or delayed payout. Each seller is responsible for the payment terms it agrees with each buyer and for its own exposure to that buyer.

Scope3 has no obligation to remit to seller any amount it has not received from a buyer, and seller will retain its direct claim against the buyer for the amount not received by Scope3. To the extent permitted by applicable law, Scope3 may withhold payment notwithstanding buyer acceptance in cases of: a court order or legal requirement to withhold; any outstanding amount owed by seller to Scope3; or a pending payment clawback, reversal, return, or chargeback, or competing claim to the funds (e.g., Scope3 receives a notice of payment from an assignee of seller’s receivables). Scope3 does not retain withheld amounts for its own account.

5.6 Clawback and Invalid Traffic [Sellers]

Scope3 may recover payments from sellers for: chargebacks or payment reversals (180 days from payment) and fraud or misrepresentation (no time limit). Where Scope3 applies a validated invalid-traffic credit to a buyer invoice under the applicable Facilitated Agreement, Scope3 will recover the credited amount from seller; seller’s clawback obligation is unconditional and survives termination of the applicable Transaction Order. Scope3’s determination on a post-acceptance invalid-traffic claim is final for invoicing and remittance purposes and does not affect the parties’ dispute rights under the applicable Facilitated Agreement. Contest windows, recovery mechanics, suspension for unsatisfied clawbacks, and the treatment of credits where no future invoice exists are set out in the Payment Operations Schedule.

5.7 Currency

Each Transaction Order is denominated in a single currency, as provided in the Facilitated Agreement Terms. Scope3 invoices the buyer and remits to the seller in that currency and performs no currency conversion, except where the seller has elected Cross-Currency Settlement (see next paragraph). Scope3 can receive and remit only in the currencies it is able to hold. Scope3 does not net across currencies.

[Sellers] A seller may elect to receive remittance in a currency other than the currency of a Transaction Order (“Cross-Currency Settlement”). Where elected, the amount payable under a Transaction Order is translated at the Agreement Translation Rate — the spot rate Scope3 determines and discloses at the time the amount payable is first presented to the buyer in the currency of that Transaction Order — which is fixed at that time and governs that Transaction Order. Exchange-rate movement between that rate and receipt of funds is passed to the seller as an adjustment, computed as set out in the Payment Operations Schedule. Scope3 bears no currency risk on any Transaction Order, takes no position in any currency for its own account, does not provide hedging, and does not guarantee any exchange rate; the Agreement Translation Rate is not a hedge, a forward rate, or a guarantee of any rate available to the seller. Currency risk on a Transaction Order is borne by the buyer and seller.

5.8 Tax

Scope3 is not a party to any Facilitated Agreement for tax purposes. Each participant is solely responsible for determining, collecting, reporting, and remitting all taxes arising from its transactions — including value added tax, sales and use tax, digital services taxes, and withholding taxes — and for obtaining and providing any exemption, residency, or treaty documentation its counterparty requires. Scope3 does not determine, calculate, collect, or remit transaction taxes on behalf of any participant, and does not verify a participant’s tax status or documentation. Where a buyer remits to Scope3 an amount reduced on account of tax, Scope3 remits to the seller the amount it actually receives, and Scope3’s remittance obligation is limited to amounts received; any claim in respect of a reduced payment is between the buyer and the seller, and nothing in this Section affects the buyer’s obligations to the seller under the Facilitated Agreement Terms, including any obligation to gross up. Scope3 will make available its records of amounts invoiced, collected, and remitted. Taxes on fees due to Scope3 are governed by Section 4.2.

6. Data

6.1 Principles and Boundaries

Scope3 holds and processes customer data to run the Platform marketplace and improve it, not to monetize it independently or use one customer’s information to benefit another. 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. 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.

6.2 Standard Platform Data Usage

Scope3 uses aggregated and anonymized signals from marketplace activity to improve the quality of the Platform for all participants, including matching buyers to relevant inventory, developing vertical and market benchmarks, and making budget-allocation recommendations. No individual participant’s data is identifiable in these uses, and Scope3 does not use one customer’s data to benefit a competitor or counterparty. Customer data is never used to train external LLMs, and Scope3’s enterprise LLM agreements contractually prevent any such training.

6.3 Data Co-Op [If elected]

Participants may opt into the data co-op at the account level, contributing performance data to a shared pool in exchange for enhanced matching, pricing signals, and optimization recommendations derived from that pool. Opting out does not affect access to standard Platform features, and non-participants’ data is not contributed. Specific co-op features, participation mechanics, and eligibility will be published on the Platform; these Terms govern participation. Opt-out is effective prospectively from the date Scope3 receives notice; data contributed prior to opt-out is not removed and remains available for co-op purposes.

6.4 Log-Level Data

Scope3 provides log-level transaction data based on delivery logs received from sellers or impression trackers, where available; availability must be clearly stated in the applicable media product or service specification, and Scope3 does not guarantee availability for all transactions. Each participant receives only log-level data for transactions to which it is a party and inventory it has 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 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, those constraints govern execution-time data flows as described in the applicable feature description. Log-level delivery data containing personal identifiers is processed through approved clean room environments only; availability of specific integrations will be published on the Platform. Scope3 does not transmit raw personal data outside clean room environments except as required for transaction execution or as directed by the data controller. This paragraph does not apply to first-party audience data uploaded through Platform-supported audience synchronization flows, which are governed by Section 6.6.

6.5 Performance and Measurement Data [Buyers]

Where a buyer provides performance or measurement data (e.g., conversion data, attribution signals, campaign outcomes), the buyer determines whether and to what extent it is shared with counterparties, including whether indexed performance feedback is provided to seller, the level of aggregation or anonymization required, and permitted uses by the recipient. Subject to buyer authorization in the applicable Facilitated Agreement or External Agreement, Scope3 may provide sellers with indexed performance feedback derived from buyer-provided data, designed to enable seller optimization without exposing raw buyer performance data. 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.

6.6 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 6.2. 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.

6.7 Data Privacy

For personal data processing, Scope3’s Data Processing Addendum (available at scope3.com/agreements/data-processing-addendum) applies and is incorporated by reference. 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 and regulations.

7. Confidentiality

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; it does not include information that became publicly known without wrongdoing by the receiving party, was lawfully obtained from a source with no duty of confidentiality, or was independently developed without use of the disclosing party’s confidential information.

You own your data. Scope3’s collection and use of your data is governed by Section 6. 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 6, or as required by law.

Confidentiality obligations survive the date of disclosure for 3 years, except for trade secrets, which remain confidential indefinitely. Upon termination and request, the receiving party will promptly return or destroy the disclosing party’s confidential information.

Each party acknowledges that any breach of its confidentiality obligations, and any breach by Customer of Section 8.3 or 8.5, would cause irreparable injury for which monetary damages would not be an adequate remedy; in addition to other available remedies, the non-breaching party is entitled to appropriate injunctive relief and other equitable remedies without the posting of any bond.

8. Scope3 IP and Restrictions

8.1 Definition

“Scope3 IP” means the Platform, the Scope3 technology that powers the services and agents on the Platform, those services and agents 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 you. Scope3 IP does not include your own data and inputs, which are governed by Section 6.

8.2 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, and solely as to those capabilities elected by or included for you.

8.3 Restrictions

You will not, and will not 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 does not limit your configuration and operation of your own accounts, agents, and campaigns through the Platform); use Scope3 IP to develop or operate a product or service that competes with the Platform, or to train any LLM or advertising technology (this does not restrict your use of your own data and inputs, or your participation in or contribution to open standards, including AdCP); integrate Scope3 IP into any creative, website, or application for which you do 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; or circumvent security measures or interfere with Platform functioning.

8.4 Feedback

Where you provide feedback, suggestions, or ideas regarding the Platform, you grant Scope3 a perpetual, irrevocable, worldwide, royalty-free license to use them without restriction. Scope3 has no obligation to you in respect of feedback and no obligation of attribution.

8.5 Marketplace Information

“Marketplace Information” means information about actual or prospective counterparties and their demand or supply that you receive through the Platform, whether or not a Transaction Order results, together with anything you derive from it. Marketplace Information is not Scope3 IP, and this Section does not change any party’s ownership of its own data. Access to Marketplace Information is granted solely to evaluate and respond to the opportunity to which it relates. You will not use Marketplace Information for any other purpose, and will not aggregate, index, or retain it to build, train, or operate any product, service, dataset, or marketplace that competes with the Platform, or enable a third party to do so. You will not use Marketplace Information to solicit a counterparty outside the Platform in connection with the opportunity to which that Marketplace Information relates. This Section 8.5 survives termination.

9. Delegated Operations [If elected]

9.1 Authority Grant and Your Responsibility

You or your agent may authorize Scope3 to access, configure, and operate your accounts, systems, files, or technical infrastructure on your behalf (“Delegated Access”). Each instance is documented in an Order Form or through the Platform, specifying the scope of access, the systems involved, and the permissions granted. You represent and warrant that you have full authority to grant each instance of Delegated Access, have obtained all necessary internal and third-party approvals, and that the grant does not violate any agreement between you and the operator of the applicable system. You are solely responsible for the accuracy of the permissions and configurations you provide or approve, and for all actions taken by any agent operating within the scope of granted Delegated Access.

9.2 Standard of Care

Scope3 will perform Delegated Operations in accordance with your documented instructions and configurations. Scope3 is not liable for outcomes that result from your 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 your documented instructions using commercially reasonable care.

9.3 Authority Files

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

9.4 Suspension; Payment Flows

Either party may suspend or terminate any instance of Delegated Access upon written notice. Suspension or termination by you relieves Scope3 of its obligations with respect to activity on the applicable system, including operations already initiated but not yet completed. You remain responsible for fees incurred prior to the effective date of suspension or termination and for agreed minimum commitments. Where Scope3 transacts on your behalf through Delegated Access, fees are as specified on the Platform or in an Order Form.

10. Marketing Rights

Scope3 may use your name and logo in customer lists and on its website and marketing materials, subject to your brand guidelines; you may identify Scope3 as your service provider by name and logo in your materials. Any press release, testimonial, or case study requires the other party’s prior written approval.

11. Warranties and Disclaimers

Each party represents and warrants that it has full authority to enter these Terms, will comply with applicable laws, and has the necessary rights for its performance under these Terms. 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. Scope3 does not guarantee other participants’ performance, and listing on the Platform does not guarantee any volume of buyer demand, transactions, revenue, or buyer interest.

12. Indemnification

12.1 Your Indemnification

You indemnify, defend, and hold Scope3 harmless against third-party claims arising from: your breach of the Restrictions (Sections 8.3 and 8.5), your failure to comply with security and encryption requirements under Section 2.3 to the extent causing a security incident or data breach, your violation of the data and confidentiality obligations in Sections 6 and 7, 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; your breach or violation of any representations, warranties, or covenants under these Terms; 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 in connection with personal data you collect, process, or make available through the Platform; and disputes between you and other participants.

Sub-accounts and end clients. You are solely responsible for all activity conducted through any account, sub-account, or access credentials that you request, direct, enable, or allow (including via agent), for your clients or other third parties on the Platform (“End-Client Accounts”), whether provisioned by Scope3 or by you. Your indemnification obligations under this Section 12.1 extend to all claims arising from End-Client Account activity.

Transaction disputes. You indemnify, defend, and hold Scope3 harmless against claims brought against Scope3 by your transaction counterparties, or by the direct or indirect clients, suppliers, or end users of either you or your counterparties, arising from disputes between the parties to an underlying transaction, whether governed by a Facilitated Agreement or an External Agreement. This paragraph does not apply to the extent the claim arises from Scope3’s breach of these Terms, gross negligence, or willful misconduct.

12.2 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; or use after notice to discontinue.

12.3 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.

13. Liability

Except for breaches of the Restrictions in Sections 8.3 and 8.5, indemnification obligations, or willful misconduct: (1) each party’s liability is limited to the prior 12 months’ fees, and (2) neither party will be liable for indirect, incidental, or consequential damages even if 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.

14. Term and Termination

14.1 Term and Termination

These Terms continue until terminated with 30 days’ notice by either party. A party alleging material breach must give written notice specifying the breach and allow thirty (30) days to cure; either party may terminate for the other’s uncured material breach.

14.2 Survival and Balances

The following survive termination: obligations for transactions already formed; committed amounts for the then-current term of any plan or license, and the provisions governing that plan or license, until the end of that term; and limitations on liability, restrictions, indemnification, and confidentiality. On termination or expiry, included, rolled-over, and credited usage units expire; they are not refundable and have no cash value. Where Scope3 fails to cure a material breach, committed amounts do not survive to the extent prepaid and unused, and Scope3 will refund the prorated unused prepaid amount; this remedy is not exclusive.

15. Marketplace Governance

15.1 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; 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; and 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 at Scope3’s sole discretion).

[Sellers] Before removing or suspending a seller under this Section, Scope3 will give reasonable prior notice stating the basis, provide a reasonable opportunity to respond, and consider the response in good faith before the action takes effect. This does not apply where notice is prohibited by law or where Scope3 reasonably determines immediate action is warranted to address fraud, a security or legal risk, insolvency, or material harm to buyers or the marketplace. Prioritization, featuring, and matching decisions are not subject to this paragraph.

15.2 Standards, Qualification, and Standing [Sellers]

Scope3 may publish and update marketplace best practices, quality standards, or required practices for sellers in the Marketplace Policies, which may vary by channel, media type, or transaction mode. 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.

Sellers earn and build their reputation on the Platform through performance, quality, and compliance; Scope3 may track and publish seller standing based on the criteria published in the Marketplace Policies. Low reputation or standing may result in reduced visibility, restricted features, or removal from the Platform. Where a seller reasonably believes any report or rating is inaccurate or otherwise unreasonable, it may notify Scope3, and Scope3 will engage in good-faith discussion, giving the seller a reasonable opportunity to dispute and substantiate its position before any final determination or adverse action is implemented based on that assessment.

15.3 No Guaranteed Demand

Listing on the Platform does not guarantee any volume of buyer demand or transactions.

15.4 Restriction of New Activity

Scope3 may prevent you from entering new transactions and from consuming new paid capabilities where you have not accepted the then-current version of these Terms, where a payment due to Scope3 has failed or remains unpaid, or where a capability has not been elected by or included for you. Access to view your data, reporting, and export, and the ability to correct a payment method, are never restricted under this Section.

16. General Provisions

These Terms are governed by New York law. Disputes are resolved by arbitration in New York (for customers headquartered in North America, or on Customer election) or London (for customers headquartered outside North America who do not elect New York), with the New York or London courts respectively having jurisdiction for enforcement.

16.2 The Facilitated Agreement Terms

The Facilitated Agreement Terms govern the bilateral relationship between buyer and seller for each facilitated transaction; these Terms govern each participant’s separate relationship with Scope3. Scope3 is not a party to Facilitated Agreements. All participants transact on the same Facilitated Agreement Terms — a single, uniform document for every participant pair, not subject to individual negotiation; that uniformity is what makes the marketplace work.

By accepting these Terms, each participant agrees that the then-current Facilitated Agreement Terms will govern each Relationship Agreement between that participant and another Platform participant, and will govern each new Transaction Order formed on or after the date that version takes effect. A Transaction Order formed before that date is not affected, and continues to be governed by the version under which it was formed, including the Relationship Agreement provisions as they read in that version. The Facilitated Agreement Terms become binding between buyer and seller upon formation of a Relationship Agreement or Transaction Order in accordance with their terms.

Scope3 may update the Facilitated Agreement Terms on thirty (30) days’ prior written notice to all Platform participants. Continued use of the Platform after the notice period constitutes acceptance. When an update takes effect, the updated Facilitated Agreement Terms govern each Relationship Agreement, including one formed before that date, and govern each new Transaction Order formed on or after that date; a Transaction Order formed before that date continues under the version in effect at its formation. An update applies to conduct occurring on or after its effective date and does not alter any obligation already incurred.

16.3 Other Terms

Assignment: You need our consent to assign (to ensure integrity of platform participants); we can assign freely to any of our affiliates or pursuant to a merger, acquisition, or sale of all or substantially all assets related to this agreement. Force Majeure: No liability for uncontrollable events. Severability: Invalid provisions severed, remainder continues. Entire Agreement: As set out in Section 1.3.

16.4 Interpretation

In this document and the Payment Operations Schedule: headings are for convenience only and do not affect interpretation, except that role and applicability markers — including “[Sellers],” “[Buyers],” and “[If elected]” — are operative and limit the provisions they mark; “including,” “includes,” and “such as” are not exhaustive; the singular includes the plural and the plural the singular; “or” is not exclusive; “days” means calendar days unless business days are specified; and a reference to a Section is a reference to a Section of the document in which it appears. Where these Terms make you responsible for the acts of an agent acting on your behalf or operating through your account or authorized integration, that responsibility applies whether the agent is a natural person or an automated system; this sentence does not affect the meaning of “agent” elsewhere in these Terms, including where Scope3 acts as a limited agent of a payee. No rule of construction requiring ambiguities to be resolved against the drafting party applies to these Terms.

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, and force majeure events.

Service Level Credits

If monthly uptime falls below 99% and affects your service use: credit of 5% of the Platform License Fee plus the monthly commitment under Customer’s usage-fee plan for the affected month, excluding overage and metered usage. Claim by written request within 30 days with downtime details; verified against Scope3’s logs. Credits require proper Platform implementation, are the sole remedy for SLA breach, and have no cash value.

Previous Versions