This Platform Services Agreement ("Agreement") governs access to and use of the Social Gear advertising platform, software, APIs, dashboards, and related services (the "Platform") made available by Social Gear, Inc., a Delaware corporation ("Social Gear," "we," "us"), to the customer accepting it ("Customer") and, where applicable, each advertiser the Customer represents ("Advertiser"). By registering for or using the Platform, the Customer agrees to this Agreement, the Platform Policies, our Privacy Notice, and our Data Processing Agreement.
1. Scope of Services and Availability
Subject to this Agreement, Social Gear grants the Customer a limited, non-exclusive, non-transferable, revocable right to use the Platform for legitimate business purposes, including creating and managing campaigns, purchasing advertising inventory through supported exchanges and partners, using the Creator Console for creator discovery and outreach, uploading creative, and accessing reporting.
Availability by service: the Programmatic Console and Creator Console are offered globally. The LYKSTAGE Ad Manager is offered only in the markets where LYKSTAGE is live: the United States, United Kingdom, Canada, United Arab Emirates, and India.
2. LYKSTAGE Ad Manager and Third-Party Inventory
LYKSTAGE Inventory. The LYKSTAGE Ad Manager allows advertisers to purchase advertising inventory on the LYKSTAGE streaming platform. LYKSTAGE is operated by LYK Inc., a separate Delaware corporation. Social Gear sources advertising demand into LYKSTAGE inventory under a commercial arrangement with LYK Inc., which provides the connecting technology (API) to Social Gear — in the same way other advertising platforms (such as Amazon and PubMatic) provide inventory and technology to Social Gear. Your purchase of LYKSTAGE inventory through the Platform is governed by this Agreement with Social Gear. The LYKSTAGE platform itself, and its viewers and creators, are governed by LYK Inc.'s own terms: Terms of Service, Privacy Policy, and Community Guidelines. Social Gear does not control the LYKSTAGE platform and is not responsible for LYK Inc.'s practices.
Other Third-Party Platforms. The Platform integrates with third-party advertising and technology providers, including Amazon advertising services, PubMatic, Google Display & Video 360 (where offered), and the YouTube API Services (for creator discovery). Such providers operate independently, their availability may change, and your use of certain features may be subject to their terms. Our providers are listed in our Subprocessor List.
3. Customer Obligations, Content, and Acceptable Use
The Customer is responsible for its campaigns, targeting, budgets, and creative, and represents that its Advertising Materials are lawful, non-infringing, accurate, and compliant with the Platform Policies. Prohibited content and prohibited/illegal targeting are not permitted. The Customer must not misuse the Platform, interfere with its security, scrape it without authorisation, or engage in ad fraud or invalid traffic. Social Gear may review, reject, pause, or remove campaigns that violate this Agreement, applicable law, or the Platform Policies.
4. Creator Console Use
Where the Customer uses the Creator Console to discover and contact creators, the Customer shall use creator information only to evaluate and engage creators for legitimate marketing purposes, in compliance with applicable law (including privacy, anti-spam, and consumer-protection law), and shall not misuse, resell, or scrape creator data. Contact with creators occurs through Platform-provided routing where applicable.
5. Fees, Payment, and Taxes
The Customer shall pay all Fees incurred through its account (media costs, subscription, technology, data, and third-party charges) per the applicable Order Form. Undisputed invoices are payable within [30] days. Payment is not contingent on the Customer receiving payment from any Advertiser. Fees are exclusive of taxes; the Customer is responsible for applicable taxes (VAT/GST/sales/withholding/digital-services), excluding taxes on Social Gear's net income. Late amounts may accrue interest at the lesser of 1.5%/month or the legal maximum. Except where required by law or expressly agreed, Fees are non-refundable.
6. Data and Privacy
Each party complies with applicable privacy and data-protection laws. Where Social Gear processes personal data on the Customer's behalf, the Social Gear Data Processing Agreement applies. The Customer is responsible for the notices and consents required for any tracking technologies, pixels, or data it deploys or provides. Platform Data (as defined) remains Social Gear's; Customer Data remains the Customer's, licensed to Social Gear to operate and improve the Platform. Neither party uses the other's data to build competing products, and the Customer shall not re-identify de-identified data.
7. Intellectual Property and AI
Social Gear retains all rights in the Platform; the Customer retains rights in its Advertising Materials and grants Social Gear a licence to host and process them to provide the Services. The Customer shall not use the Platform or its outputs to train AI models except as expressly permitted in writing. Social Gear may use AI providers as subprocessors to deliver features, subject to the Privacy Notice and DPA; Social Gear does not permit those providers to train their own general-purpose models on Customer personal data except as disclosed and permitted by law.
8. Warranties, Liability, and Indemnity
The Platform is provided "as is" and "as available" to the fullest extent permitted by law. Subject to the following sentence, Social Gear's aggregate liability arising out of or relating to the Platform or this Agreement shall not exceed the total amounts paid by the Customer to Social Gear during the twelve (12) months preceding the event giving rise to the claim. Nothing limits liability that cannot be limited by law (including for fraud or wilful misconduct). Neither party is liable for indirect, incidental, consequential, special, punitive, or exemplary damages. The Customer indemnifies Social Gear against claims arising from its use of the Platform, its Advertising Materials, its breach of this Agreement or law, or its infringement of third-party rights.
9. Suspension, Term, and Termination
Social Gear may suspend or restrict access for breach, suspected fraud, overdue payment, security or legal risk. Either party may terminate per the applicable Order Form or for material uncured breach. On termination, access ceases, accrued Fees remain payable, and provisions that by their nature survive (IP, confidentiality, data, indemnity, liability, governing law) continue.
10. Governing Law, Disputes, and General
This Agreement is governed by the laws of the State of Delaware (or [confirm governing jurisdiction]) without regard to conflict-of-law rules. The parties will attempt good-faith resolution before formal proceedings; unresolved disputes go to the courts or forum specified in the applicable Order Form. This Agreement, with the Platform Policies, Privacy Notice, Cookie Policy, and DPA, is the entire agreement and supersedes prior understandings. If any provision is unenforceable, the remainder continues. Social Gear may update this Agreement with notice; continued use constitutes acceptance.
11. Contact
Social Gear, Inc. — Support: support@mysocialgear.com · Legal: legal@mysocialgear.com · Privacy: privacy@mysocialgear.com
www.mysocialgear.com — [registered address]