Published: 17 April 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 the Platform. Each of Customer and Scope3 may be referred to as a “Party”. This “Agreement” comprises the PSA, each Order Form, and Scope3’s Data Processing Addendum at https://scope3.com/agreements/data-processing-addendum.
Scope3 provides measurement, analytics, reporting, verification, media optimization, and content classification services (the “Services”) including in connection with sustainability, media and advertising, and AI, on and off its online platform (the “Platform”). The Services, the Platform (including its contents and output), 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 by Scope3 to Customer solely for the purposes of managing its data and of using the Services for its or its end client’s ad campaigns, media, or measurement of AI emissions.
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 paragraph. This restriction is designed to protect our intellectual property and confidential business methods, and does not apply where prohibited by applicable law. Direct Competitors include companies whose primary business includes (i) measuring or reporting on carbon emissions in digital advertising or AI, (ii) ad verification, or (iii) measuring or signaling media quality for digital ads, including whether they are fraud-free, viewable, or brand-safe.
Scope3 makes commercially reasonable efforts to provide the Platform and Services at the service levels as set forth in Schedule 1.
“Customer Data” means the content and data that Customer and its end clients provide Scope3 with access to, so that they may use the Platform and Services. Customer hereby grants Scope3 a non-exclusive license to use Customer Data subject to the confidentiality provisions in Section 3, below and solely in accordance with Scope3’s Customer Data Use Policy, which is hereby incorporated by reference. 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 will pay Scope3 all fees agreed to on an Order Form or by taking action on the Platform.
Unless specified otherwise in an Order Form:
In the case of an Order Form for a beta, pilot, evaluation, or test (“Free Trial”), subject to the terms and conditions of this Agreement, including the limitations set forth in Section 1.3, Customer may be entitled to use certain aspects of the Scope3 IP at no charge. Notwithstanding anything to the contrary herein, Free Trials are provided “as is,” with no warranties, indemnities, or commitments by Scope3 of any kind. They may be limited in time or functionality, discontinued at any time, or never made generally available. Scope3 is not liable for any harm resulting from Free Trials.
Fees will be determined by Scope3 based on Customer’s use of the Platform. 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 to calculate fees owed, Scope3 will request and 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, subject to Section 1.5 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 and share it only with (1) employees, officers, directors, advisors, or contractors who need to know it and are obligated to maintain confidentiality, or (2) as compelled by law 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 that requirement.
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. 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 Customer Data or third party's data in accordance with 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 OR QUALITY OF THIRD-PARTY DATA 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 permitted use of Customer Data, 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 for one (1) year. It automatically renews for additional one-year periods unless either Party provides at least thirty (30) days’ written notice of non-renewal before the then-current term ends, in which case it will expire upon the later of the completion of the then-current term or the expiration of the last-to-expire Order Form (if any). The term of any Order Form may be renewed in writing (such as email) confirmed by both Parties.
Either Party may terminate this Agreement with written notice if the other Party materially breaches and does not remedy the breach within thirty (30) days of receiving written notice, 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: all rights granted end immediately, and Customer must stop using the Services and Platform; Scope3 will handle any remaining Customer Data according to its Customer Data Use Policy; and Sections 1.3, 1.5 (as permitted by 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 is governed by the laws of the State of New York, without regard to conflict-of-law principles. All disputes will be resolved exclusively in state or federal courts located in New York, New York and the Parties consent to personal jurisdiction in those courts. "Including," as used herein, will mean "including but not limited to."
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.
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.
Neither Party is liable for delays or failures caused by events beyond its reasonable control, such as war, terrorism, pandemic, civil unrest, labor strikes, or governmental actions.
With prior written consent, each Party may use the other Party’s name or logo when describing the relationship (e.g., on a website or in marketing materials).
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: