# Apostra Platform Terms of Service — Summary of Changes ### Version 3.0 → Version 4.1, and Facilitated Agreement Terms 1.0 → 1.2 *Prepared for participants, counterparties, and counsel — Effective September 23, 2026* ## Overview On September 23, 2026, Scope3 PBC becomes Apostra, Inc. It is the same company and the same contracting party; its charter amendment changes its name and ends its status as a public benefit corporation. The Scope3 Terms of Service become the Apostra Platform Terms of Service. Version 4.1 is the first release after Version 3.0 and so is a larger revision than the “.1” suggests. It is effective upon click-through for all participants. Version 4.1 takes effect when an organization admin accepts it in the Platform. Admins must accept by October 23, 2026; after that date, access to the Platform pauses until an admin accepts. Transaction Orders formed before you accept run to completion under Version 3.0, including invoicing, acceptance, invalid-traffic treatment, and remittance (§1.5). Once you accept, Facilitated Agreement Terms 1.2 govern your existing Relationship Agreements going forward; a Transaction Order already formed stays on the version under which it was formed (§16.2). Version 3.0 kept Relationship Agreements on their formation version; that changes. Two documents become four: the Platform Terms of Service (your agreement with Apostra) and the Facilitated Agreement Terms (your agreement with each counterparty) are joined by a Payment Operations Schedule and a set of Marketplace Policies, each incorporated by reference and updatable on notice. Risk between you and Apostra is allocated only in the Terms (and pricing in the Rate Card), never in a policy or schedule, and the Terms govern any conflict (§1.3). The Certifications and CSP Addendum is no longer part of these Terms; Sustainability Platform customers are covered by a separate agreement. Marketplace certification is addressed in the Marketplace Policies (Policies §3). ## 1. Fees Version 3.0 charged a Platform Fee at rates that varied by transaction mode (Routed or Decisioned) and locked the rate at election for each transaction. Version 4.1 replaces that model. Fees now attach to the Apostra work you consume, not to transactions, and Apostra takes no percentage of media: Usage Fees are metered in usage units against a plan published on the Rate Card, and a Platform License Fee applies where you hold a periodic license with included usage. Neither depends on whether a transaction happened, delivered, or paid, or on whether you realized a benefit (§4.4). Apostra’s metering records are the source of truth, and the usage and rate for each priced activity are visible to you (§4.3). The Rate Card now governs over the Terms as to fees, rates, tiers, credit terms, currencies, and payment methods (§1.3). It changes on written notice, and a change never reaches activity already metered, a period already committed, or rates held under an Order Form (§4.5). Prior fee arrangements that predate your acceptance and are confirmed in writing by an officer of Apostra continue in place of the Rate Card until Apostra ends them on notice, unless the writing ends them sooner (§4.5). Usage units and credits have no cash value and are not redeemable or transferable except as the Rate Card permits (§4.1); a prepaid amount is not a deposit (§4.8). Deactivation stops new fees; a paid period runs to its end without proration (§4.5). Service-level credits are now keyed to the Platform License Fee and plan commitment, excluding metered usage (Attachment A). **What Changed:** Platform Fee, transaction modes, and rate lock retired; Usage Fees and Platform License Fee, independent of transaction outcome. Rate Card governs fee matters. Audit, estimated-billing, and minimum-fee provisions (3.0 §10.5, §10.7) deleted. Confirmed prior fee arrangements preserved until ended on notice. ## 2. Invoicing and Remittance Apostra’s invoicing and remittance services are now elective (in Version 3.0 they came with every Facilitated Agreement), available only on the Facilitated Agreement Terms, and, once elected, make those terms govern the relationship exclusively (§5.1, §5.2). Apostra charges no fee of its own; costs of a collection method a seller elects pass through (§5.1). Mechanics are in the Payment Operations Schedule. Apostra acts as the seller’s limited agent for receiving and settling buyer payments. It holds no participant funds for its own account, extends no credit, and takes no currency position; payment to Apostra discharges the buyer in the amount received (§5.1). Sellers authorize Apostra to hold receipts in its own or a provider’s account, with any interest belonging to Apostra or the provider (§5.1). **Sellers.** Remittance is 30 days after Apostra receives cleared funds, replacing 30 days after the buyer’s payment due date (Schedule §1.4). Sellers bear buyer non-payment and dispute risk and keep their direct claim against the buyer (§5.5). Apostra may also withhold for amounts the seller owes Apostra, pending reversals or chargebacks, or competing claims to the funds (§5.5). Clawback covers chargebacks (180 days) and fraud; Version 3.0’s delivery-failure clawback is removed (§5.6). **Buyers.** The 15-day invoice acceptance window is unchanged (FA §4.4). A dispute as to one seller no longer holds up others on the same invoice; a part payment must identify the seller and Transaction Order it pays, or it does not discharge the invoice (Schedule §4.1, §4.2). Invalid-traffic credits are applied against amounts Apostra holds for the seller; where it holds none, Apostra recovers from the seller and passes on what it collects, replacing Version 3.0’s Apostra cash refund, and the buyer keeps its claim against the seller (§5.9). **Currency.** Version 3.0 was USD-only. A Transaction Order is now denominated in the buyer’s currency, from those Apostra supports (FA §4.2), with no conversion unless the seller elects Cross-Currency Settlement: a rate is fixed and disclosed when the amount is first presented to the buyer, funds are exchanged at remittance, and the difference passes to the seller as an adjustment (§5.7; Schedule §6). Apostra bears no currency risk. **What Changed:** Elective and fee-free; exclusive FA governance on election. Remittance keyed to cleared funds. Interest on held funds to Apostra. New withholding grounds; delivery-failure clawback removed. Part payments identified. No Apostra cash refund for invalid-traffic credits. Multi-currency, with optional Cross-Currency Settlement. **Note for counsel (sellers):** A seller on Cross-Currency Settlement bears exchange-rate movement through the 30-day window between receipt and remittance. ## 3. Agents and Access Your responsibility for agents acting through your account is unchanged (§1.4). Two Platform controls change: budget ceilings are now per campaign rather than per Transaction Order, and human review of Platform recommendations is an option you may adjust rather than a default you may disable (§1.4). **Entrusted Access** gives a sanctioned way to let an agency, operator, or vendor into your account; Version 3.0 barred credential sharing outright. You remain responsible for everything done through an Entrusted Account, and your indemnity covers it (§1.4, §12.1). An entrusted party cannot grant access onward, to a third party or to Apostra, without your authorization. Where Apostra operates a capability for you, on either side of a transaction, it acts with commercially reasonable care within the configurations, rates, approvals, and policies you have documented, does not warrant any commercial result, and is liable only for failing to follow those configurations (§2.4). Where you run a feature on your own model credentials, that provider relationship is yours, and Platform-generated output is yours as between you and Apostra, without warranty of non-infringement (§2.4). **What Changed:** Entrusted Access, with your responsibility for it. Budget ceilings per campaign; human review adjustable. Apostra-operated agents: a conduct standard, not an outcome guarantee—within your configuration it is your result; outside it, Apostra’s failure. Bring-your-own-model: your provider, your output. ## 4. Data and Counterparty Information Apostra’s own data principles, clean rooms, audience synchronization, and data co-op are unchanged (§6.1–6.6). One default changes: in Version 3.0, Apostra shared indexed performance feedback with sellers on Facilitated Agreements unless the buyer objected; now it does so only where the buyer has directed it for the Transaction Order (§6.5). Between counterparties, data now falls into two classes. **Personal and audience data**—identifiers, segments, conversion signals, and data-matching results—stays locked to the transaction: no retargeting, no segment-building, no model training (FA §9.2, §9.3). **Commercial information**—a brief, request, proposal, response, pricing, and performance reporting—is confidential, and the recipient may retain it and use it for its own business, including to inform and train its own systems (FA §9.2; §8.5). Insight derived from confidential information that identifies no party, advertiser, or campaign is not confidential (FA §10.2). **New obligations to Apostra (§8.5).** You may not use information received through the Platform about counterparties and their demand or supply to build, train, or operate a competing product, dataset, or marketplace, or to solicit a counterparty outside the Platform for the opportunity that information relates to. These are Restrictions: breach is outside the liability cap (§13), within your indemnity (§12.1), and subject to injunctive relief (§7). They survive termination. Between counterparties, data-use breaches now carry indemnification, sit outside the cap, and support injunctive relief (FA §13.1, §14.3, §10.4). **What Changed:** Two classes of counterparty data—personal and audience data transaction-limited; commercial information confidential but usable. New uncapped bars on competing use and off-Platform solicitation. Stronger data-use remedies. Performance feedback to sellers opt-in. **Note for counsel:** The off-Platform solicitation bar in §8.5 is the provision most likely to affect how your business teams work with counterparties met on the Platform. ## 5. The Facilitated Agreement Terms The two-tier structure—a Relationship Agreement at first contact, a Transaction Order per deal—is unchanged. Version 1.2 changes: **Your own agreement.** A relationship is on your own agreement only where both parties confirm it, and each confirmation represents that a sufficient agreement exists; otherwise the FA Terms apply (Terms §2.2). Your agreement governs the matters it addresses and the Relationship Agreement fills the rest, except that electing Apostra’s invoicing and remittance makes the FA Terms exclusive (FA §1.3). **Formation.** A Transaction Order forms when both parties are bound to a determinate set of terms, whoever offered and whatever the protocol calls the act (FA §1.2). **Advertiser identification** replaces the principal-or-agent declaration (FA §1.4). **Consolidation.** Where invoicing and remittance are elected, a relationship’s Transaction Orders are consolidated by default; the buyer may decline (FA §4.3). **Invalid traffic.** A post-acceptance credit applies to the invoice and line item that generated it, not the next invoice (FA §4.6). **Accuracy warranty.** Each party warrants the factual information it originates—product attributes, disclosures, signals—when provided; estimates and forecasts are not warranted (FA §12.5). **Outcome pricing.** Revenue share joins the pricing models (FA §21.1). A cost-per-acquisition or revenue-share Transaction Order must specify its conversion event, event source, attribution model, and window, or it has no billable Payment Metric (FA §23.6). **Content adjacency** is non-billable where the designated source or vendor reports it; otherwise the buyer’s remedy is an invoice dispute (FA §8). **Confidentiality** limits use as well as disclosure; trade secrets are protected indefinitely (FA §10.1, §10.3). **What Changed:** Bilateral designation with a sufficiency representation; exclusive FA governance on election. Formation by binding. Default consolidation. Accuracy warranty. Revenue share and required attribution terms. Existing Relationship Agreements move to Version 1.2 on acceptance. **Note for counsel:** There is no buyer–seller data processing addendum in the FA Terms, by design; each party is responsible for its own privacy compliance (FA §9.4). ## 6. Governance, Termination, and Risk Allocation **Marketplace governance.** Seller standards and standing criteria now sit in the Marketplace Policies (§15.2). Before removing or suspending a seller, Apostra gives notice of the basis and an opportunity to respond, except where the law prohibits notice or immediate action is warranted for fraud, security or legal risk, insolvency, or material harm (§15.1). A seller’s right to dispute a standing report before adverse action continues (§15.2). Restriction of new activity is confined to a stated list—non-acceptance of the current Terms, an unpaid amount, an unelected capability, an unsatisfied clawback, or notice of termination—and never reaches your data, reporting, export, or ability to fix a payment method (§15.4); after termination, you keep 12 months of read-only access to your usage and rate records (§4.3). **Termination.** Either party may still terminate on 30 days’ notice; termination for material breach now requires notice and 30 days to cure (§14.1). Transaction Orders already formed run to completion, with the Platform and service levels maintained (§14.1, §14.2). If you terminate, or Apostra terminates for your uncured breach, committed amounts for the current term remain payable. If Apostra terminates otherwise, it refunds unapplied prepaid amounts and the unused portion of committed amounts, and nothing is owed for later periods (§14.2). **Liability and indemnification.** The liability cap and consequential-damages exclusion are unchanged in form, but the uncapped Restrictions now include §8.5 (§13). Your indemnity now also covers breach of any representation, warranty, or covenant and Entrusted Account activity; the transaction-dispute indemnity reaches either party’s clients, suppliers, and end users but excludes claims arising from Apostra’s breach, gross negligence, or willful misconduct (§12.1). Apostra’s indemnity, the core warranties, New York governing law, and the New York and London arbitration seats are unchanged. **General.** The Terms are the entire agreement with Apostra and change only as they provide, by Order Form, or by signed writing (§16.3); role markers such as [Sellers] are operative (§16.4). **What Changed:** Notice and response before seller removal. Confined restriction of new activity. Cure period and refunds on termination. §8.5 uncapped; broader customer indemnity with an Apostra-fault carve-out. ## Where to Find the Documents - Apostra Platform Terms of Service: [apostra.com/agreements/terms-of-service](https://apostra.com/agreements/terms-of-service) - Facilitated Agreement Terms: [apostra.com/agreements/facilitated-agreement-terms](https://apostra.com/agreements/facilitated-agreement-terms) - Data Processing Addendum: [apostra.com/agreements/data-processing-addendum](https://apostra.com/agreements/data-processing-addendum) - Payment Operations Schedule, Marketplace Policies, and the Rate Card: published on the Platform.