Quick Start Guide

Step 1: Click ToS → Access Platform

Step 2: Connect with participants under Platform Facilitated Agreements, or under your own agreement where you both confirm it

Step 3: Elect Apostra 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 Apostra Platform Terms of Service (the “Terms”) forms a binding contract between Apostra, Inc., a Delaware corporation (“Apostra,” “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 Apostra 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 Apostra or transacts business through the Platform. What this means for you: When you establish an Apostra 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 apostra.com/agreements/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 the Rate Card and these Terms as to its own subject matter; and these Terms govern over the Marketplace Policies and the Payment Operations Schedule. The Rate Card establishes fees, rates, thresholds, tiers, credit terms, supported currencies and payment methods, and the commercial terms of elected services, and governs over these Terms as to those matters. Risk allocation between you and Apostra is established only in these Terms, an Order Form, an addendum, or the Rate Card as to the matters stated above — not in a policy or schedule.

1.4 Agents and Entrusted Access

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.

You may permit a third party to access and use the Platform through your account, a sub-account, or credentials provisioned for it (“Entrusted Access”). An account, sub-account, or credential so provided, whether by Apostra or by you, is an “Entrusted Account”. A third party operating under credentials issued to you acts as your agent, and this Section applies to it accordingly. Where Apostra provisions an Entrusted Account with its own credentials, the holder accepts these Terms and is a participant in its own right; your responsibility under this Section and under Section 12.1 is unaffected. You will ensure each third party to which you grant Entrusted Access complies with Section 8.3 as if it were you. A third party granted Entrusted Access may not itself grant Entrusted Access to another person, and may not grant Delegated Access under Section 9, unless you authorize that instance. Access you grant to Apostra, rather than to a third party, is Delegated Access and is governed by Section 9.

Apostra 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), Apostra will reference that agent to sellers transacting through the Platform to the extent supported by the Platform and the applicable protocol.

Apostra 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

Apostra 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 Apostra 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

Apostra operates a marketplace platform (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). Where you and another participant each confirm that your relationship is governed by your own agreement (“External Agreement”), the Platform makes API connections on your behalf; you handle contracts and payments directly; Apostra facilitates technical integration only and does not invoice or remit for External Agreement relationships.

Agreement type is designated bilaterally: a relationship is governed by an External Agreement only where each party has confirmed to Apostra through the Platform that it is. Apostra 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 apply to the relationship; any agreement between the parties governs as provided in Section 1.3 of the Facilitated Agreement Terms. 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 between the parties exists, and will exist before each such transaction. 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 Apostra 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. Apostra’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 Apostra’s reasonable technical specifications and mandated best practices, as published in the Marketplace Policies and at https://docs.apostra.com/, covering API integration, authentication, data formatting and exchange, webhooks, response times and availability, and security and encryption. Apostra 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 Ad Context Protocol (“AdCP”); where an open standard and Apostra’s implementation differ, Apostra’s specifications control for Platform participation purposes. 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 Apostra’s proprietary API or UI.

Participants will provide Apostra with complete and accurate data reasonably necessary for Apostra 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 Apostra will identify third-party dependencies in the applicable feature description.

Brand safety features. The Platform may include automated brand safety and suitability features 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; Apostra does not warrant their effectiveness, accuracy, or completeness.

Bring-your-own-model configurations. Where you configure a feature to use your own credentials with a third-party model or service provider, you represent and warrant that you are authorized to do so and that the configuration does not violate your agreement with that provider. That provider relationship — its charges, terms, and data practices — is yours; Apostra is not responsible for it and is not liable for any interruption or degradation arising from your credentials or that provider, including exhaustion, revocation, rate limiting, or a spend cap. As between you and Apostra, creative and other output generated through the Platform is yours, whether generated on your credentials or on Apostra’s; Apostra makes no warranty as to its originality, accuracy, or non-infringement, and your obligations under Section 12.1 apply to it. This does not affect Apostra’s rights in Apostra IP under Section 8.

Apostra-operated services. Where Apostra operates a capability on the Platform on your behalf — including presenting, pricing, or responding to demand for your offerings, or planning, selecting, or buying media for your campaigns — Apostra will do so using commercially reasonable care and in accordance with the configurations, rates, approvals, and policies you have documented through the Platform. Apostra does not warrant any commercial result or outcome; you remain responsible for your own offerings and the configurations you approve. Apostra’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 has its own terms, pricing, and obligations, which apply only to that transaction; you are fully responsible for each; and payment obligations in one do not depend on another.

4. Fees

Apostra publishes the current fee schedule on the Platform via your Account menu (the “Rate Card”). 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 Apostra are net 30, except as provided in Section 4.8. Invoiced and paid amounts are non-cancellable and non-refundable, unless due to verified Apostra error. Apostra 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. Apostra 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 Apostra 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. A usage unit has no cash value, is not redeemable for money, and is not transferable except as the Rate Card permits. Apostra 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. Apostra 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 Entrusted 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 Apostra’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).

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 are pass-through costs from the provider. For certain integrations, fees are instead payable directly to the provider under a separate agreement. Apostra identifies the provider, and any direct-billing arrangement, in the applicable feature or service description. Apostra 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 Apostra’s income taxes. If withholding is required, you will gross up payments so Apostra receives the full fee amount.

4.3 Metering Records and Reconciliation

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

For twelve (12) months following termination of these Terms, Apostra 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 Apostra 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 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. Apostra does not verify authorization and, absent sufficient advance 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 Apostra, 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.

Apostra 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. Fee terms in place for you prior to accepting this version of these Terms and confirmed in writing by an officer of Apostra govern in place of the Rate Card as to the fees they address and are treated as an Order Form for purposes of Section 1.3; Apostra may end them on the notice this Section provides for Rate Card revisions, unless the writing states an earlier end 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. Apostra 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. Apostra’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 Apostra to collect fees due to it by: direct invoice to the owing party; charge to a payment method you have authorized; deduction from amounts otherwise payable to a participant, where Apostra invoices and remits for that participant under Section 5; or set-off against receivables. Where you provide a payment method, you authorize Apostra 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 Apostra has failed or remains unpaid, Apostra may restrict new activity as provided in Section 15.4.

4.8 Timing

Fees due to Apostra 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, Apostra may charge accrued amounts during the period; fees in connection with Apostra’s invoicing and remittance services, deducted from the amount payable to a participant; and invoiced amounts, net 30 from invoice date. The payment terms in this Section apply irrespective of the payment terms between the parties to any Facilitated Agreement.

Prepaid amounts. Where you pay an amount in advance that is drawn down against fees as they accrue rather than committed for a period (a “prepaid amount”), the prepaid amount is consideration for access to the capabilities elected by or included for you and does not expand the license granted in Section 8.2. Apostra applies it against fees as they accrue, in the order published on the Rate Card. A prepaid amount is not a deposit, escrow, trust, or stored-value balance; it is not held for your benefit or subject to your direction; it earns no interest or other return; it confers no property interest; it is not redeemable for cash; and it is not transferable. Any unapplied prepaid amount expires as published on the Rate Card and, on termination or expiry of these Terms, as provided in Section 14.2.

5. Invoicing and Remittance Terms [If elected]

5.1 The Service and Apostra’s Role

Apostra 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 Apostra’s providing the invoicing and remittance services, if you are a seller, you appoint Apostra as your limited agent for receiving and settling payments from buyers for services they purchase from you. Apostra 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 Apostra 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 Apostra or its service provider.

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

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

[Sellers] Seller may elect which collection methods Apostra may use on its behalf, globally or for a specified buyer, from those Apostra 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 Apostra to deduct such third-party fees from the amount payable to seller. Apostra may add, change, or withdraw available methods on notice. Apostra 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. By electing the services in this Section 5 for a relationship, you agree that the Facilitated Agreement Terms govern that relationship and each Transaction Order under it to the exclusion of any other agreement between you and your counterparty as to those transactions.

5.3 Invoicing and What Apostra Relies On

Apostra invoices buyers based on reported metrics from the designated measurement source, per the measurement terms of the applicable Facilitated Agreement. Apostra invoices, collects, and remits solely on the basis of the Facilitated Agreement Terms and the terms of each Transaction Order as recorded on the Platform, and is entitled to do so irrespective of any other agreement between buyer and seller. 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. Apostra does not independently verify whether services were delivered as described, unless buyer has separately purchased Apostra’s verification service for the applicable transaction. Buyer and seller must resolve delivery and conformance disputes directly with each other; Apostra 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 Apostra 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 Apostra 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. Apostra 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.

Apostra 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 Apostra’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. Apostra 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]

Apostra remits payment to sellers after it receives cleared funds from the buyer, on the timing in the Payment Operations Schedule. To the extent Apostra receives any amount from buyer that is subject to dispute, seller authorizes Apostra to hold such amount pending final resolution of the dispute. Sellers bear the risk of buyer non-acceptance or prolonged disputes, and Apostra 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.

Apostra 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 Apostra. To the extent permitted by applicable law, Apostra may withhold payment notwithstanding buyer acceptance or payment in cases of: a court order or legal requirement to withhold; any outstanding amount owed by seller to Apostra; or a pending payment clawback, reversal, return, or chargeback, or competing claim to the funds (e.g., Apostra receives a notice of payment from an assignee of seller’s receivables). Apostra does not retain withheld amounts for its own account.

5.6 Clawback and Invalid Traffic [Sellers]

Apostra may recover payments from sellers for: chargebacks or payment reversals (180 days from payment) and fraud or misrepresentation (no time limit). Where Apostra applies a validated invalid-traffic credit to a buyer invoice under the applicable Facilitated Agreement, Apostra will recover the credited amount from seller; seller’s clawback obligation is unconditional and survives termination of the applicable Transaction Order. Apostra’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, and the period after which Section 15.4 applies to an unsatisfied clawback are set out in the Payment Operations Schedule. Application of a validated credit, and Apostra’s obligations where it holds no amounts payable to the seller, are governed by Section 5.9.

5.7 Currency

Each Transaction Order is denominated in a single currency, as provided in the Facilitated Agreement Terms. Apostra 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). Apostra can receive and remit only in the currencies it is able to hold. Apostra 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 Apostra 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 remittance is passed to the seller as an adjustment, computed as set out in the Payment Operations Schedule. Apostra 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

Apostra 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. Apostra 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 Apostra an amount reduced on account of tax, Apostra remits to the seller the amount it actually receives; 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. Apostra will make available its records of amounts invoiced, collected, and remitted. Taxes on fees due to Apostra are governed by Section 4.2.

5.9 Invalid-Traffic Credits

Where Apostra holds or will hold amounts payable to the seller, Apostra applies a validated invalid-traffic credit against those amounts. Where it does not, Apostra has no obligation to pay the credited amount to buyer from its own funds; Apostra will invoice the seller for the credited amount and will remit to buyer any amount it recovers. Buyer retains its direct claim against the seller under the Facilitated Agreement Terms for the credited amount.

6. Data

6.1 Principles and Boundaries

Apostra 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. Apostra 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 Apostra IP built on top of customer inputs.

6.2 Standard Platform Data Usage

Apostra 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 Apostra does not use one customer’s data to benefit a competitor or counterparty. Customer data is never used to train external LLMs, and Apostra’s enterprise LLM agreements contractually prevent any such training; where you configure a feature to use your own credentials with a third-party provider under Section 2.4, that provider’s terms govern its handling of the data you send it.

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 Apostra receives notice; data contributed prior to opt-out is not removed and remains available for co-op purposes.

6.4 Log-Level Data

Apostra 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 Apostra 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. Apostra 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, Apostra may provide a seller with indexed performance feedback derived from buyer-provided data, designed to enable seller optimization without exposing raw buyer performance data, and does so only where buyer has directed it for the applicable Transaction Order, directly or through a measurement provider acting on buyer’s instruction; absent that direction, no buyer-provided performance data or feedback derived from it is shared with any seller.

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, Apostra 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, Apostra’s Data Processing Addendum (available at apostra.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. Apostra’s collection and use of your data is governed by Section 6. Apostra 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. Apostra IP and Restrictions

8.1 Definition

“Apostra IP” means the Platform, the Apostra technology that powers the services and agents on the Platform, those services and agents managed or offered directly by Apostra, any other Apostra technology made available to you (including tags, APIs, SDKs, and other software or applications), and all intellectual property therein. Apostra IP also includes Apostra’s proprietary models, trained weights, scoring and ranking algorithms, classification taxonomies, proprietary signals and signal processing logic, Apostra agent configuration and orchestration logic (including system prompts), and any data compilations or derived datasets that Apostra develops in connection with operating the Platform, whether or not made available to you. Apostra IP does not include your own data and inputs, which are governed by Section 6.

8.2 License Grant

Subject to these Terms, Apostra grants you a non-exclusive, non-transferable, worldwide license to access and use Apostra IP solely in cooperation with Apostra, 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 Apostra IP for any purpose not permitted under these Terms or as otherwise authorized by Apostra in writing (this does not limit your configuration and operation of your own accounts, agents, and campaigns through the Platform); use Apostra 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 Apostra 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 Apostra IP; scrape or automate extraction of data or content from the Platform for use outside the Platform, other than through your authorized integration for the purpose of transacting on the Platform; share login credentials or allow unauthorized access, except that you may grant Entrusted Access as provided in Section 1.4; or circumvent security measures or interfere with Platform functioning.

8.4 Feedback

Where you provide feedback, suggestions, or ideas regarding the Platform, you grant Apostra a perpetual, irrevocable, worldwide, royalty-free license to use them without restriction. Apostra 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 Apostra IP, and this Section does not change any party’s ownership of its own data. You may retain Marketplace Information and use it for your own business, including to inform and train your own systems, subject to any Facilitated Agreement or External Agreement that governs it. You will not use Marketplace Information 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 Apostra to access, configure, and operate your accounts, systems, files, or technical infrastructure on your behalf (“Delegated Access”; Apostra’s activity under Delegated Access, “Delegated Operations”). 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. Access granted to a third party rather than to Apostra is Entrusted Access and is governed by Section 1.4.

9.2 Standard of Care

Apostra will perform Delegated Operations in accordance with your documented instructions and configurations. Apostra 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. Apostra’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 Apostra managing files or declarations that authorize agents or third parties to act on your behalf (such as adagents.json or functional equivalents), you authorize Apostra to publish, update, and maintain such files as reasonably necessary to reflect your approved configurations. Apostra’s obligation is limited to accurately reflecting your approved configurations; Apostra 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 Apostra 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 Apostra transacts on your behalf through Delegated Access, fees are as specified on the Platform or in an Order Form. You appoint Apostra as your limited agent to receive and settle payments from third parties in connection with Delegated Operations. Payment to Apostra constitutes payment to you, and you will not seek the same payment again from the payer.

10. Marketing Rights

Apostra may use your name and logo in customer lists and on its website and marketing materials, subject to your brand guidelines; you may identify Apostra 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 not breach any other agreement by performing under 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. Apostra does not guarantee other participants’ performance.

12. Indemnification

12.1 Your Indemnification

You indemnify, defend, and hold Apostra 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 entrusted third parties. You are solely responsible for all activity conducted through any Entrusted Account, and 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, whether provisioned by Apostra or by you. Your indemnification obligations under this Section 12.1 extend to all claims arising from Entrusted Account activity.

Transaction disputes. You indemnify, defend, and hold Apostra harmless against claims brought against Apostra 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 Apostra’s breach of these Terms, gross negligence, or willful misconduct.

12.2 Apostra’s Indemnification

For uses of the Platform you have paid for, Apostra indemnifies, defends, and holds you harmless against third-party claims: (i) to the extent arising from Apostra’s breach of applicable laws, including data privacy laws, or the Data Processing Addendum, and (ii) that your authorized use of Apostra 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-Apostra 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 Apostra 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 Apostra’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.

On notice of termination Apostra may restrict new activity under Section 15.4. You remain responsible for Transaction Orders formed through your account or authorized integration before that restriction takes effect — whether formed by you, by an agent, or by a person to whom you have granted Entrusted Access — and those Transaction Orders run to completion under Section 14.2.

14.2 Survival and Balances

Transaction Orders formed before the effective date of termination run to completion under these Terms, including invoicing, acceptance, invalid-traffic, and remittance, and Apostra will continue to provide the Platform services necessary for them to do so. Attachment A applies during that period. A Relationship Agreement formed before that date continues in effect for those Transaction Orders but produces no new ones.

The following survive termination: obligations for transactions already formed; the provisions governing any plan or license for the remainder of its then-current term; the post-termination access to usage and rate records provided in Section 4.3; 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 you terminate, or where Apostra terminates for your uncured material breach, committed amounts for the then-current term of any plan or license remain payable, and any unapplied prepaid amount expires as published on the Rate Card. Where Apostra terminates other than for your uncured material breach, or fails to cure a material breach, committed amounts do not survive and no prepaid amount expires: Apostra will refund the prorated unused prepaid portion of any committed amount and the unapplied balance of any prepaid amount, and you owe no committed amount for any period after the effective date of termination. This remedy is not exclusive.

15. Marketplace Governance

15.1 Apostra’s Discretion as Marketplace Operator

Apostra operates the Platform for the benefit of buyers and the overall marketplace ecosystem. Apostra 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 Apostra reasonably determines may violate applicable law, without prior notice where immediate action is warranted (reinstatement at Apostra’s sole discretion).

[Sellers] Before removing or suspending a seller under this Section, Apostra 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 Apostra 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]

Apostra 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. Apostra may restrict transaction modes, features, or buyer access for sellers who do not meet published applicable standards or certifications.

Sellers earn and build their reputation on the Platform through performance, quality, and compliance; Apostra 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 Apostra, and Apostra will discuss it in good faith and give the seller a reasonable opportunity to dispute and substantiate its position before making any final determination or taking adverse action based on that assessment.

15.3 No Guaranteed Demand

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

15.4 Restriction of New Activity

Apostra 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 Apostra has failed or remains unpaid, where a capability has not been elected by or included for you, where a clawback obligation under Section 5.6 remains unsatisfied after the period stated in the Payment Operations Schedule, or where either party has given notice of termination. 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

16.1 Legal Framework

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 Apostra. Apostra 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.

Apostra 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: These Terms, as constituted under Section 1.3, are the entire agreement between you and Apostra regarding the Platform and supersede all prior and contemporaneous agreements, proposals, and communications on that subject, except fee terms preserved under Section 4.5. Amendment; Waiver: These Terms may be changed only as provided in Sections 1.5 and 4.5, by an Order Form, or by a writing signed by both parties; no failure or delay in enforcing a right waives it.

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; a reference to a Section is a reference to a Section of the document in which it appears; and capitalized terms not defined in this document have the meanings given in the Facilitated Agreement Terms. 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 Apostra 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 Apostra’s logs. Credits require proper Platform implementation, are the sole remedy for SLA breach, and have no cash value.