Published: 21 August 2025
This Platform Services Agreement ("PSA") governs access to and use of the Scope3 IP (defined below) and forms a binding contract between Scope3 PBC, a Delaware Public Benefit Corporation ("Scope3"), and the organization on behalf of which the representative agreeing to this PSA works (the "Customer"). Customer's representative may agree to this PSA on Customer's behalf through a fully executed order form that references this PSA ("Order Form") or via Scope3's online platform (the "Platform"). Each of Customer and Scope3 may be referred to as a "Party". This "Agreement" comprises the PSA, each Order Form, any policies linked to herein, and Scope3's Data Processing Addendum.
Scope3 provides measurement, analytics, reporting, verification, media optimization, curation, content classification, and related services (the "Services") including in connection with sustainability, media and advertising, and AI, on and off its Platform. The Services, the Platform, its contents and output (whether human readable such as media reporting, or digital such as classifications of media artifacts and associations of signals with advertising opportunities), and any other Scope3 technology made available to Customer, including tags, agents, APIs, SDKs, and other software or applications are referred to as the "Scope3 IP".
Subject to the terms and conditions of this Agreement, including the limitations set forth in Section 1.3, Scope3 grants Customer a non-exclusive, non-transferable, worldwide license to access and use any Scope3 IP made available to Customer solely for the purposes of using the Services in cooperation with Scope3 for Customer's, or Customer's end clients', ad campaigns, media, or measurement.
Customer will not, nor allow any third party to:
Customer will not access or use the Services if it is a direct competitor of Scope3, or on behalf of a direct competitor, except with our prior written consent referencing this PSA and section. This restriction is designed to protect Scope3's intellectual property and confidential business methods, and does not apply where prohibited by applicable law.
Scope3 makes commercially reasonable efforts to provide the Platform and Services at the service levels as set forth in Schedule 1. Particular Scope3 Services may be limited in time or functionality, discontinued at any time, or—if offered prior to general release—not later made generally available.
Customer hereby grants Scope3 a non-exclusive license to use Customer Data subject to the confidentiality provisions in Section 3 and as set forth in Scope3's Customer Data Use Policy. In providing Customer Data, Customer will follow any formatting guidelines and reasonable data restrictions requested by Scope3. Customer will not provide any sensitive personal information or sensitive categories of personal data, as defined under applicable data privacy laws or regulations. "Customer Data" means the content and data to which Customer and its end clients provide Scope3 with access (including via an SDP as set forth in Section 1.7 below), so that they may use the Platform and Services.
At Customer's election, Customer may provide Scope3 with access to Customer's or an end-client's seat, account, or equivalent functionality ("Seat") on any of Customer's supported decisioning platforms—e.g., a Supply Side Platform (“SSP”) for a PMP; a DSP for a prebid segment; an ad server for a media buy—(each, an "SDP") for the purpose of enabling Scope3 on Customer's behalf to access reporting and to configure and manage campaigns, line items, segments, deal IDs, curated inventory, targeting settings, and any other assets or capabilities as may be reasonably required to perform the Services. Such access will include administrative or operational permissions sufficient for Scope3 to activate, manage, modify, and deactivate the foregoing as helpful to support Customer's campaign execution or media buying objectives. Such access may be to Customer's core activation Seat or a limited shared Seat for activity with Scope3. Customer represents and warrants that it has full authority to grant such access and that all necessary internal approvals have been obtained.
Customer will instruct each SDP to provide Scope3 with access to transaction logs, reporting, and performance data (e.g., impression logs, bid data, clearing prices) reasonably necessary for Scope3 to evaluate performance, optimize curation strategies, and verify delivery. To the extent any SDP does not permit Scope3 to access such data directly, Customer will use commercially reasonable efforts to facilitate such access or provide Scope3 with equivalent data promptly upon request.
Scope3 will use commercially reasonable efforts to comply with applicable SDP policies in connection with its use of the Seat. Customer acknowledges that certain SDP configurations, data availability, or policy restrictions may impact Scope3's ability to provide its services, and Scope3 will not be liable for such limitations beyond its reasonable control. Customer will immediately notify Scope3 if Customer becomes aware of any unauthorized use of Scope3 IP by an SDP.
Either party may suspend or terminate Scope3's access to the Seat on any SDP upon written notice, provided any such suspension or termination by Customer will relieve Scope3 of its obligations with respect to activity on that SDP including those that have already been activated and are in-flight. Customer will remain responsible for fees incurred and any agreed upon minimum commitments and subscription fees.
Except as set forth explicitly in this PSA or via the functionality of the Platform, the parties adopt Sections I–VIII and X–XIII of the IAB/4A's Standard Terms, Version 3.0.
While Scope3 does not create audience segments or otherwise profile data subjects, Customer may license audience data from a third party or apply its own (or its end-client's) audience data and—in either case—add such segments to an agent on the Platform. Scope3 may process such segments, at Customer's direction and as available, by temporarily storing the segment, providing the infrastructure for Customer's deployment of the segment, or clearing payments by receiving payment directly or indirectly from the SDP or Customer and remitting payment to the data provider or an intermediary. In certain contexts as set forth in an Order Form or on the Platform, Scope3 charges fees as set forth in Section 2, for the foregoing activities.
Customer will pay Scope3 all fees agreed to on an Order Form or when clicking to opt in to, enable, or accept any Service on the Platform. Fees may be billed directly by Scope3 or through an SDP where the service is hosted or deployed.
Unless specified otherwise in an Order Form or on the Platform:
Scope3 charges Activity-Based Fees resulting from its managed services or Customer's use of the Scope3 Platform and Service Fees for various services, billed as CPM or a percent of media, which is calculated as a percent of gross spend to the SDP, as reported by that SDP, inclusive of that SDP's fee ("Percent of Media").
When Scope3 rates are set in an SSP, the party whose seat is transacting will gross up to account for SSP fees. For instance, if the SSP charges a 20% platform fee or third-party segment fee, and Scope3's net rate quoted in the Order Form is 10%, the party with the Seat on the SSP will set the Scope3 fee in the SSP as 12.5% (so the 80% payout to Scope3 is 10%). If Customer uses Scope3's Seat in the SSP (see Section 2.3), Scope3 will similarly gross up the margin it sets in the SSP to account for Customer's expected payout. Scope3's fees are due and payable without regard to which party is the seat holder.
Where percent of media is not available or is capped by the SDP, Scope3 will derive a CPM, refreshed monthly, that approximates the percent-of-media rate based on the average gross CPM from the prior 60 days, until which Scope3 may apply an estimated CPM based on available market data and Platform benchmarks.
In cases where the SDP bills Customer directly for Customer's use of Scope3 Services, the SDP will remit to Scope3 the applicable Fees.
Scope3 Fees will be denominated in US Dollars unless otherwise specified in an Order Form (the "Quoted Currency"). For the purposes of calculating the Scope3 Fees for any media denominated in a currency other than the Quoted Currency, the applicable Scope3 Fees will be calculated and paid using the spot exchange rate as published by the WSJ on the last day of the calendar of the month of the delivery of applicable Services, without regard to any exchange related fees or margins.
Scope3 charges Record Storage Fees for our custom signals service to cover our costs to host and manage live customer data. Data uploaded to the Scope3 Custom Signals Platform will be charged based on the average records stored on the platform during the month, sampled daily, where a record is a single storage instance of a unique identifier attached to one or more values.
If the transacting account on the SDP is Customer's (i.e., Customer's Seat), then Customer will pay Scope3 the Fees directly.
If Scope3 manages the transacting account on the SDP (i.e., Customer uses Scope3's Seat), then Scope3 may charge a higher Percent of Media for Customer's use of Scope3's Seat, as specified in the Order Form or Platform.
If Customer uses Scope3's Seat, Scope3 will deduct its fees and any data provider fees from the amounts receivable from the SDP and pay Customer the remaining balance. Scope3 has no duty to handle payments from others to Customer but Customer appoints Scope3 as its limited agent to receive and settle any such payments, should Scope3 receive them. In such instance, Payment to Scope3 counts as payment to Customer, and Customer will not seek the same payment again from the payer. Scope3 may hold these amounts in its own or a service provider's account. Any interest earned belongs to Scope3 or its service provider, and Customer waives any claim to it.
Scope3's intention is that billing be transparent and easy to verify. Please contact [email protected] or submit a ticket at support.scope3.com with any issues or questions.
To the extent Scope3 does not receive sufficient information via the Platform or SDP to calculate fees owed, Customer will provide Scope3 with complete and accurate data necessary to calculate fees ("Requested Billing Data"), in a format acceptable to Scope3, at the end of each month. Documentation regarding the minimum fields needed is available at Scope3 Documentation. If Customer fails to provide these details within sixty (60) days after month-end, Scope3 may bill according to its own estimates.
For Customers paying based on the Requested Billing Data, Scope3 may audit Customer's records once per calendar year to verify the Requested Billing Data or payment accuracy and Customer will reasonably cooperate with such audit. If discrepancies exceed 5%, Customer will cover Scope3's reasonable audit costs. Customer must pay any applicable adjustments discovered and resulting late fees.
All fees are exclusive of taxes, levies, or duties imposed by taxing authorities, including withholding taxes, royalties, know how payments, customs, privilege, excise, sales, use, value added and property taxes. Customer is responsible for these taxes (excluding Scope3's income tax) and will not withhold any taxes from amounts owed to Scope3.
As between the Parties, subject to the limited rights granted in this Agreement, Customer owns all rights in and to Customer Data and all intellectual property therein, and Scope3 owns all rights in and to the Scope3 IP and all intellectual property therein. Nothing in this Agreement transfers ownership or confers additional rights beyond those expressly granted.
"Confidential Information" is information that a Party marks as confidential or proprietary. In addition, Customer Data is Customer's Confidential Information and the non-public technology powering the Platform and Services, including any models, weights, and architecture, are Scope3's Confidential Information. Notwithstanding the foregoing, Confidential Information does not include information that (i) became publicly known without wrongdoing by the Party receiving it, (ii) was lawfully obtained from a source with no duty to keep it confidential, or (iii) was independently developed without use of the disclosing Party's Confidential Information.
Each Party must: (i) use the other's Confidential Information, if at all, only to fulfill its obligations, exercise its rights, or as otherwise permitted under this Agreement (ii) use reasonable measures designed to prevent unauthorized disclosure of Confidential Information, including obligating its employees, officers, directors, advisors, and contractors to maintain confidentiality, and (iii) notify the other Party in writing if a legal requirement compels disclosure (unless prohibited by law), giving the other Party a reasonable opportunity to contest.
Without limiting any other remedies, a Party may seek injunction if the other breaches these confidentiality obligations.
Each Party represents and warrants that: (i) it has the power and authority to enter into this Agreement and fulfill its obligations; (ii) entering into and performing under this Agreement does not breach any other contract; (iii) this Agreement is a valid, legal, and binding obligation; (iv) it will follow all laws and regulations applicable to its performance hereunder. Scope3 further represents that its Services do not include any viruses, worms, trojan horses, ransomware, spyware, or other malicious code or software designed to disrupt, damage, or gain unauthorized access to information, systems, or networks. Customer further represents and warrants that it will ensure that it has provided all notices and obtained all consents, rights, and permissions necessary under contract, applicable law, and self-regulatory requirements for Scope3 to process any data, content, and properties to which Customer has provided access in furtherance of this Agreement.
EXCEPT AS STATED IN THIS AGREEMENT, SCOPE3 PROVIDES ALL ASPECTS OF SCOPE3 IP "AS IS" AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE ("IMPLIED WARRANTIES"). SCOPE3 DOES NOT GUARANTEE THE COMPLETENESS OR ACCURACY OF ANY OFFERING OR THAT ITS PLATFORM, ITS SERVICES, OR ITS TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR-FREE. SCOPE3 DOES NOT CONTROL OR GUARANTEE THE CONTENT, QUALITY, PERFORMANCE, OR UPTIME OF THIRD-PARTY DATA, CODE, OR SERVICES; IN CONNECTION THEREWITH, SCOPE3: (I) MAKES NO IMPLIED WARRANTIES (II) DOES NOT ACCEPT LIABILITY FOR ANY DAMAGES, LOSSES, OR HARM ARISING OUT OF OR RELATED THERETO.
Scope3 agrees to defend Customer from and against any third-party claim alleging that Customer's authorized use of the Scope3 IP infringes any patent, copyright, trade secret, or other intellectual property right, and to indemnify and hold Customer harmless from and against any associated damages awarded by a court of competent jurisdiction or any settlement amounts approved by Scope3 in connection with any such claim.
Customer agrees to defend Scope3 from and against any third-party claim resulting from Customer's use of any Scope3 IP in breach of this Agreement, its breach of a third-party contract in connection with the Platform or Services, or Scope3's authorized use of Customer Data or an SDP, and to indemnify and hold Scope3 harmless from and against any associated damages awarded by a court of competent jurisdiction or any settlement amounts approved by Customer in connection with any such claim.
The party seeking indemnification will promptly notify the indemnifying party of any such claim (with delays affecting the indemnifying party's obligations only if they cause material prejudice), will grant the indemnifying party the right to control the defense or settlement (provided that such control does not require the indemnified Party to admit liability or take or refrain from taking any action), and will provide reasonable cooperation.
EXCEPT FOR OBLIGATIONS UNDER SECTION 3 (CONFIDENTIALITY), SECTION 5 (INDEMNIFICATION), OR BREACH OF THE RESTRICTIONS IN SECTION 1.3 (RESTRICTIONS), (I) NEITHER PARTY WILL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS OR DATA) AND (II) EACH PARTY'S TOTAL DIRECT LIABILITY WILL BE CAPPED AT THE AMOUNT PAID OR PAYABLE BY CUSTOMER TO SCOPE3 IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS ALLOCATE RISK BETWEEN THE PARTIES AND ARE FUNDAMENTAL TO THE PARTIES' DECISION TO ENTER THIS AGREEMENT.
The term of this Agreement begins when first agreed to by the Parties and lasts until terminated as set forth in Section 7.2, below. The term of any Order Form may be renewed in writing (such as email) confirmed by both Parties.
Customer may terminate at any time via the Platform or by written notice to Scope3. Scope3 may terminate this Agreement with written notice if Customer materially breaches and does not remedy the breach within thirty (30) days or, if the breach cannot be cured, the termination is effective immediately upon notice. Scope3 may immediately suspend Customer's right to use any Scope3 IP upon its reasonable belief that Customer has breached any restriction in Section 1.3.
Upon termination or expiration: Customer must stop using the Services and Platform; Customer will fulfill any prior-existing payment obligations, including any committed minimums and subscription fees; Scope3 will handle any remaining Customer Data according to its Customer Data Use Policy; and Sections 1.3, 1.5 (to the extent set forth in the Customer Data Use Policy), 1.6, and 2-8 will survive.
Neither Party may assign this Agreement without the other's written consent, except to a successor acquiring all or substantially all of the assigning Party's assets, stock, or business. Any unauthorized assignment is void. Any amendment, modification, or waiver must be in writing and signed by authorized representatives of both Parties. A Party's failure to enforce a provision is not a continuing waiver. Nothing in this Agreement creates a joint venture, partnership, or agency relationship. Neither Party has authority to bind the other without written consent. If any part of this Agreement is invalid or unenforceable, the rest remains in effect; the invalid provision will be modified only as needed to make it enforceable.
This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. All disputes will be resolved exclusively in state or federal courts located in New York, New York. The Parties consent to personal jurisdiction in the foregoing courts.
"Including," as used herein, will mean "including but not limited to."
We're proud of our collaboration and want to showcase our mutual success:
This Agreement, including all referenced documents, is the complete understanding between the Parties relating to its subject matter and supersedes any prior agreements. Order Forms may cover specific offerings, subject matter, content, or campaigns. In the event of any discrepancy between this PSA and any Order Form, the terms of the Order Form take precedence.
Scope3 may revise the PSA or Service terms from time to time. We will notify you of material changes (such as by posting updated terms in the Platform or by email). Updated terms will apply prospectively from their effective date, including to any new activity or Services you enable through the Platform. Your continued use of the Platform or Services after that date constitutes your acceptance.
Customer must comply with all applicable laws, including U.S. export laws and will not export the Scope3 IP to any location restricted by U.S. law without proper authorization.
Other than payment obligations as set forth in Section 2.1, neither Party is liable for delays or failures caused by events beyond its reasonable control, such as war, terrorism, pandemic, civil unrest, third-party service failure, labor strikes, or governmental actions.
The Platform and APIs will be available at least 99% of each month, other than:
If our monthly uptime drops below 99% and that outage stops Customer from using the service, Customer can claim a Service Level Credit.
Please send us a written request within 30 days after the month in question. Include: