Marketplace Terms
1. Scope and Relationship
These Marketplace Terms ("Marketplace Terms") govern your use of the SocialGryd Marketplace (the "Marketplace") at marketplace.socialgryd.com and within the SocialGryd apps. They supplement the main Terms and Conditions ("Main Terms"), the Privacy Policy, and, where applicable, the Brand Data Processing Agreement and Acceptable Use Policy. If there is a conflict between these Marketplace Terms and the Main Terms, these Marketplace Terms prevail for Marketplace-specific issues.
SocialGryd Limited ("SocialGryd", "we", "us") operates the Marketplace as an online intermediation service under Regulation (EU) 2019/1150 (the "P2B Regulation") and related EU law, and as a hosting service under Regulation (EU) 2022/2065 (the "Digital Services Act").
2. Who Can Use the Marketplace
2a. Brands
A "Brand" is a legal entity (company, partnership, sole trader, agency, or similar) that registers via the brand portal to discover and engage creators. Brand accounts require:
- A verified business email address
- Entity name, legal form, and country of establishment
- Domain verification for higher visibility tiers
- Acceptance of these Marketplace Terms, the Main Terms, the Brand DPA, and the Acceptable Use Policy
- Billing details through our payment sub-processor (Stripe or equivalent)
- Where required by law, tax-residency certification and sanctions-screening information
You must have authority to bind the Brand you register. Personal accounts on the main SocialGryd app are not Brand accounts and cannot be used for Marketplace buyer functionality.
2b. Creators
A "Creator" is a natural person holding a SocialGryd personal account who has opted in to Marketplace visibility via the Creator Hub. Creator participation is:
- Voluntary and opt-in (default: not visible to brands)
- Revocable at any time via Creator Hub settings
- Subject to the minimum age requirements in the Main Terms and Privacy Policy
- Subject to additional tax-identification, country-of-residence, and identity information as required to receive payouts
2c. No Intermediation for Prohibited Sectors
The Marketplace may not be used to market, promote, broker, or sell:
- Cryptocurrency tokens, ICOs, staking/yield products, NFT drops, or other financial-investment products regulated as securities in any jurisdiction where marketing requires prior authorisation
- Gambling, sports betting, or casino products in jurisdictions where such marketing requires a licence that neither the Brand nor the Creator holds
- Tobacco, vaping, combustible cannabis, nicotine pouches (where such marketing is unlawful)
- Prescription medicines, pharmaceuticals requiring a licence, or weight-loss claims without scientific substantiation
- Firearms, ammunition, explosives, weapons, or weapon accessories
- Adult, sexual, or pornographic content or services
- Political or election-related advertising in jurisdictions requiring disclosures we cannot verify
- MLM schemes, get-rich-quick schemes, binary options, or unlicensed trading services
- Services or products that infringe intellectual property or violate third-party rights
3. Role of SocialGryd
SocialGryd provides technology that helps Brands and Creators find each other, communicate, negotiate terms, and track deliverables. We are not a party to any agreement between a Brand and a Creator. We do not:
- Act as an agent, broker, talent representative, employer, or joint venturer
- Warrant the quality, reach, authenticity, engagement rate, performance, legality, or suitability of any Creator or Brand
- Set, control, or guarantee pricing, deliverables, or campaign outcomes
- Hold funds as an escrow agent or guarantor
- Provide tax, legal, or business advice
The Brand and the Creator are each independent contracting parties and are individually responsible for the campaign agreement, deliverables, payment, tax, licensing, advertising disclosures (including FTC, ASA, ACM, Autoritet Suisse, and equivalent requirements), platform-specific compliance (e.g., YouTube paid-promotion disclosure, Instagram Paid Partnership tag), and any other legal obligations.
4. Data Flow and Privacy
Section 9 of the Privacy Policy sets out the data-flow rules in detail. In summary:
- A Creator is visible to Brands only where the Creator has opted in.
- At the discovery stage, Brands see: public profile, AI-assigned content categories, follower counts, engagement rate, Gryd Score, and city/region.
- Brands do not see: a Creator's precise location, email address, phone number, or private profile fields.
- Once a Creator accepts an invitation, messages and campaign documents become visible between the parties, and any further personal data is exchanged at the parties' discretion.
- Brands acting as independent controllers must comply with the Brand Data Processing Agreement, including lawful basis, transparency, data subject rights, security, retention, and breach notification.
- Brands must not scrape, bulk-export, enrich, resell, or retain Creator data beyond what is needed to operate an active campaign, and must delete Creator data promptly on campaign close or on Creator request.
5. Campaign Agreements
Campaigns are documented either (a) within the Marketplace using the templated campaign brief and the deal-record workflow, or (b) by separate written agreement between the Brand and the Creator. In both cases, the Brand and the Creator are solely responsible for ensuring the campaign agreement:
- Specifies the deliverables, platforms, publication windows, usage rights, territory, and exclusivity
- Complies with applicable advertising law, platform terms, and disclosure rules (#ad, Paid Partnership, etc.)
- Addresses intellectual-property ownership, licence, and use of likeness
- Provides for payment amount, currency, taxes, invoicing, and timing
- Handles data processing, confidentiality, and dispute resolution
SocialGryd provides templates as a convenience. Templates are not legal advice. Both parties should seek independent legal advice where appropriate.
6. Fees and Payments
SocialGryd may charge:
- A service fee to Brands based on campaign value, subscription tier, or number of Creator engagements (as disclosed in the Brand pricing page)
- A commission or platform fee on payouts to Creators (as disclosed in the Creator Hub before opt-in)
- Payment-processing pass-through fees imposed by our payment sub-processor (Stripe)
- Currency-conversion fees at the rate shown at checkout
Funds flow directly through Stripe (or equivalent) from the Brand to the Creator. SocialGryd does not hold, invest, or provide escrow-like services over campaign funds. Taxes are the responsibility of each party for their respective role (VAT/GST by the Brand; income tax and withholding by the Creator).
7. Content, Disclosures, and Creator Responsibilities
Creators must:
- Make clear and unambiguous paid-partnership disclosures on every piece of sponsored content, using the most prominent disclosure available on the relevant platform (e.g., "#ad", "Paid Partnership with [Brand]", YouTube paid-promotion toggle). Vague labels such as "sp", "thanks to", or "ambassador" alone are not sufficient.
- Ensure content is original or properly licensed and does not infringe any third party's rights
- Comply with the advertising laws of each country where the content is targeted, including FTC Endorsement Guides (US), ASA Code and CAP Code (UK), AVMSD (EU), Omnibus Directive / Unfair Commercial Practices Directive (EU), LGPD (Brazil), and equivalent regimes
- Not make unsubstantiated health, financial, or investment claims
- Not target or encourage children in breach of the Main Terms age rules
- Not publish false reviews, fake engagement, or inflated metrics
Brands must:
- Supply accurate, lawful brand materials, trade marks, and licensed assets
- Not require Creators to make false or misleading statements
- Not require Creators to omit disclosures that are required by law
- Honour agreed payments on time
- Comply with FTC 16 CFR Part 255 and equivalents by providing adequate guidance and oversight to Creators on disclosure
8. Reporting, Moderation, and Enforcement
Either party may report misconduct, fraud, policy violations, or disputes to marketplace@socialgryd.com or via the in-Marketplace report tool. SocialGryd may (at our sole discretion and without creating any obligation to intervene in a commercial dispute) investigate, warn, restrict, suspend, remove listings, revoke opt-ins, freeze messaging, or terminate accounts for violations of these Marketplace Terms, the Main Terms, or applicable law.
Decisions taken on Marketplace content or accounts are subject to the Statement of Reasons and appeal process described in our Main Terms Section 18 and the DSA.
9. Verification and Anti-Fraud
We may apply automated checks (bot-engagement detection, deviation from baseline metrics, cross-platform consistency) and manual review to Creators and Brands. Accounts with signs of fake followers, purchased engagement, botnet behaviour, fraudulent billing details, or sanctions-list matches may be restricted or removed. Users agree to cooperate with reasonable verification requests.
10. Intellectual Property
Each party retains ownership of its pre-existing intellectual property. The campaign agreement between the Brand and the Creator governs licence of campaign content. By default and unless the campaign agreement says otherwise, the Creator grants the Brand a non-exclusive, worldwide, royalty-free licence to use, reproduce, display, and distribute the campaign content on the Brand's owned channels for the campaign period plus 12 months, solely for the agreed campaign. Any broader licence (perpetual use, paid advertising use, derivative works, resale, use of likeness beyond the campaign) must be separately negotiated and paid for.
11. No Exclusivity Without Contract
Unless separately agreed in writing between a Brand and a Creator, no exclusivity applies. Creators may work with multiple Brands including in the same category. Brands may engage multiple Creators.
12. Warranties and Limitation of Liability
The Marketplace is provided "as available". To the maximum extent permitted by applicable law, SocialGryd disclaims all warranties about the Marketplace including accuracy, performance, availability, and fitness for a particular purpose. SocialGryd's aggregate liability to any Brand or Creator for any and all claims arising from or related to the Marketplace is limited as set out in Section 24 of the Main Terms. Nothing in these Marketplace Terms limits liability that cannot be limited by applicable law.
13. Indemnity by Brand
A Brand is by definition a business user acting in the course of a business, trade, craft, or profession, and not a consumer. The Brand agrees to indemnify SocialGryd against any third-party claim, liability, loss, or expense (including reasonable legal fees) arising from: (a) the Brand's breach of these Marketplace Terms; (b) the Brand's failure to comply with applicable advertising, consumer, tax, or data-protection law; (c) infringement by Brand-supplied materials; (d) any claim that the Brand-supplied brief or required disclosure is false, misleading, or unsafe. This indemnity does not apply to the extent a claim arises solely from SocialGryd's own negligence or wilful misconduct, and does not require the Brand to indemnify SocialGryd for the Creator's direct claims against us arising from our own acts. Nothing in this Section displaces the parties' own liability to each other under the campaign agreement between them, to which SocialGryd is not a party.
14. Indemnity by Creator
This Section 14 applies only to a Creator who acts in the course of a business, trade, craft, or profession (a "business-user Creator"). Where a Creator qualifies as a consumer under applicable law, this Section 14 does not apply, and any recovery by SocialGryd is limited to what mandatory consumer-protection law permits. Subject to that, a business-user Creator agrees to indemnify SocialGryd against any third-party claim, liability, loss, or expense arising from: (a) the Creator's breach of these Marketplace Terms; (b) any campaign content published by the Creator that infringes a third party's rights, is defamatory, or breaches advertising disclosure rules; (c) the Creator's tax obligations on payouts received. This indemnity does not apply to the extent a claim arises solely from SocialGryd's own negligence or wilful misconduct.
15. Termination
Either the Brand or the Creator may disengage from the Marketplace at any time by closing their account or revoking opt-in. Open campaign agreements are governed by the parties' own contract until completed or terminated. SocialGryd may suspend or terminate Marketplace access for breach of these Marketplace Terms or the Main Terms, or where required by law or for safety/integrity reasons.
16. Changes
We may amend these Marketplace Terms in accordance with the change process set out in Main Terms Section 27. Material changes affecting Brand/Creator economics will be notified at least 30 days in advance under the P2B Regulation.
17. Law, Jurisdiction, and Dispute Resolution
These Marketplace Terms are governed by the laws and jurisdiction set out in Main Terms Sections 28-29. Where you are a consumer and local mandatory rules apply, those rules are not affected.
Under the P2B Regulation, business users of the Marketplace may use the internal complaint-handling mechanism at marketplace@socialgryd.com. We respond in writing, free of charge, and in a timely manner. Business users may also seek mediation by any mediator we designate on this page from time to time.
18. Contact
- Marketplace support and disputes: marketplace@socialgryd.com
- Privacy and DPA queries: privacy@socialgryd.com / dpo@socialgryd.com
- Legal and law enforcement: legal@socialgryd.com
SocialGryd Limited, Narva mnt 5, Kesklinna linnaosa, Tallinn, Harju maakond 10117, Estonia.