By registering on Halo's website, accessing the platform, or signing an Order Form, the Brand agrees to be bound by the terms and conditions of this Agreement.
These Advertising Terms and Conditions (these "Terms and Conditions" and together with any Order Forms executed by the parties, the "Agreement") are entered into by and between (i) the Halo entity identified as the contracting party in the applicable Order Form or Order Form (the "Halo Contracting Entity" and referred to herein as "Halo") and (ii) the undersigned entity ("Brand"). Halo may perform its obligations through its affiliates, subcontractors, and service providers; however, only the Halo Contracting Entity is party to this Agreement and responsible for the obligations expressly assumed by "Halo" hereunder.
1.1 Order Forms (OFs). From time to time, the parties may mutually agree on Order Forms or COs for Pilots or Annual Subscriptions under which Halo will facilitate connections between Brands and content creators ("Creators") on various social media platforms. Each OF will specify:
(a) the Commercial Agreement (Pilot or Subscription);
(b) the credits, fees and rates applicable to the Pilot or Subscription;
(c) the start and end date of the Pilot or Subscription;
(d) Payment and Purchase Terms.
For each Order Form, Brand shall submit a Brand Brief to Halo. Halo's AI platform will convert the Brand Brief into a Creator Brief, which will govern the content creation obligations of participating Creators.
1.2 OF Effective Date and Modification. The effective date of each OF will be the earlier of:
(a) execution thereof by both Halo and Brand; or
(b) the initiation of the campaign. Modifications to any existing CO will not be binding unless made in a writing signed by both parties.
2.1 Brand Responsibilities. Brand represents, warrants, and covenants that:
(a) it has the legal authority to enter into this Agreement and any CO;
(b) it will comply with all applicable laws and regulations in connection with the campaign;
(c) it will provide accurate and complete information about the campaign.
2.2 Creator Engagement. Halo will facilitate the connection between Brands and Creators. Creators will be responsible for creating and posting content in accordance with the Creator Terms and Campaign Brief on the platform.
3.1 Incentives. The cash incentives and/or purchase credits offered to Creators ("Creator Incentives") will be set forth in the applicable Order Form. Unless the applicable Order Form expressly states otherwise, Brand shall pre-fund Creator Incentives and related amounts (including any taxes or third-party charges) via the Halo wallet or other method designated by Halo before Creator Incentives are paid out. If Halo, in its sole discretion and as a convenience to Brand, advances any Creator Incentives or related amounts on Brand's behalf, Brand shall reimburse Halo for all such advanced amounts in accordance with the applicable Order Form and the Purchase & Payment Terms, and such amounts are non-refundable once paid or committed to Creators.
3.2 Subscription Fees. Brand shall pay the subscription fees and/or platform fees set forth in the applicable Order Form in accordance with Halo's pricing policies. Unless otherwise specified in the applicable Order Form, subscription tiers determine the maximum number of Creators that may feature the Brand during the applicable billing period. Payment terms, invoicing structure, and billing frequency shall be as set forth in the applicable Order Form.
3.3 Order Forms; Purchase & Payment Terms Incorporated. Fees, budgets, discounts (if any), invoicing cadence, and payment timing will be set forth in the applicable Order Form (each, an "Order Form"). The Halo Purchase & Payment Terms (the "Purchase & Payment Terms") are incorporated into this Agreement by reference and apply to all fees, wallet funding, Creator Incentives, invoicing, currency/exchange, taxes, late payment, collections, offsets, and related payment mechanics. The Purchase & Payment Terms are provided with the Order Form as an exhibit or are made available at a URL identified in the applicable Order Form.
3.4 Payment Obligation; No Set-Off. Brand shall pay all amounts due under this Agreement and each Order Form in full when due, without set-off, counterclaim, deduction, or withholding, except where required by applicable law. Brand's payment obligations are absolute and are not contingent upon campaign performance, creator performance, internal approvals, issuance of purchase orders, or any other event. Notwithstanding the foregoing, where Halo has materially failed to facilitate the delivery of the campaign as described in the Brand Brief submitted by Brand and converted into a Creator Brief by Halo's AI platform — including failure to onboard any Creators to the campaign within a reasonable timeframe — Brand may raise a written dispute with Halo within [10] business days of such failure. Halo shall review the dispute in good faith and, at its sole discretion, may offer a credit, campaign extension, or other remedy. This provision does not entitle Brand to withhold, delay, or offset any payment pending resolution of a dispute.
3.5 Taxes; Withholding. Fees are exclusive of all taxes, levies, duties, and governmental assessments (including VAT/GST/sales taxes) that may apply. Halo may invoice applicable taxes where required. If Brand is required by law to withhold any amounts, Brand shall gross-up the payment so that Halo receives the full amount invoiced, and Brand shall provide Halo with valid withholding tax certificates or other documentation evidencing such withholding within thirty (30) days of the applicable payment.
3.6 Late Payment; Suspension; Collection Costs. Any amount not paid when due constitutes a material breach. Halo may suspend or pause campaigns, wallet access, and/or platform access until all past-due amounts are paid. To the extent permitted by applicable law, Halo may charge late-payment compensation at the maximum rate permitted under applicable law. Where late-payment interest/charges are not legally permissible, Halo may recover its actual proven losses and reasonable costs of collection and enforcement (including reasonable legal fees where permitted).
3.7 Offset Rights. To the extent permitted by applicable law, Halo may apply or offset any amounts payable by Halo to Brand (including wallet balances, credits, or refunds, if any) against amounts owed by Brand.
4.1 Content Requirements. All content created by Creators must comply with the applicable campaign brief, creator brief, or other campaign requirements made available by Halo on the platform, together with any Brand guidelines expressly provided for the relevant campaign, and all applicable laws and regulations. Each Creator is solely responsible for obtaining and maintaining any licences, permits, registrations, and approvals required under applicable law to create, publish, and distribute content.
Halo requires Creators to represent and declare, as part of onboarding and campaign participation, that they hold all required licences and approvals. Upon Brand's reasonable written request, Halo may confirm that such declaration has been provided; however, Halo does not independently verify, certify, or guarantee any Creator's licensing compliance.
4.2 Halo's AI-powered platform will conduct an initial compliance review of all content against the Creator Brief approved by the Brand during onboarding. Following this review, Brand shall have the right to approve or reject content prior to publication. Halo recommends that Brand provide its decision within [3] business days of receiving content for review in order to avoid delays to the campaign timeline. Rejections should be based on material non-compliance with the approved Creator Brief or Brand's applicable brand guidelines.
4.3 Content Ownership and Licensing. Content produced by Creators remains the property of the Creators. However, by participating in a campaign, Creators grant Halo a worldwide, non-exclusive, royalty-free, fully-paid license to use, reproduce, perform, display, and distribute the content solely in connection with the applicable campaign. Halo may sublicense such rights to the Brand solely for use in connection with the applicable campaign. The Brand's right to use the content shall expire three (3) months from the date the content is first published by the Creator (the "Content Usage Period"). Following expiration of the Content Usage Period, Brand shall cease all use of the content, and the Creator may remove their content at their discretion.
5.1 Termination by Either Party. Either party may terminate this Agreement upon 10 days written notice if the other party materially breaches this Agreement and fails to cure such breach within such notice period.
Pilot Period Exception (First Order Form Only). Notwithstanding the foregoing, during the applicable Pilot Period and solely with respect to the Brand's first Order Form, Brand may terminate such first Order Form for convenience upon forty five (45) days' prior written notice to Halo, provided that no Creator has accepted the applicable Brand Brief of Campaign Brief prior to the effective date of termination. Any Brand Brief of Creator Brief accepted by a Creator prior to termination shall remain binding and fully payable.
In the event of termination under this Section, Halo shall refund only any wallet credits not used to accept a Creator into the campaign on the Halo platform, and not associated with any Creator who has submitted content. For the avoidance of doubt, no refund shall apply to credits used to accept Creators into the campaign, credits associated with submitted content, or any amounts applied toward an accepted Creator Brief, subscription fee, or initiated campaign. No refunds shall apply to amounts allocated to accepted Creator Brief, subscription fees already accrued, campaigns already initiated, or any quarterly or annual subscription commitments.
Brands on quarterly or annual plans may not cancel such plans mid-term. Any attempted cancellation of a quarterly or annual plan shall not relieve Brand of its payment obligations for the remainder of the committed term.
5.2 Effect of Termination. Upon termination, all outstanding obligations shall be settled in accordance with the terms of this Agreement and any applicable Order Forms.
6.1 Confidential Information. Both parties agree to maintain the confidentiality of all proprietary information disclosed during the term of this Agreement and for a period of two (2) years following its termination or expiration.
6.2 Non-Disclosure. Confidential Information will not be disclosed to any third party without the prior written consent of the disclosing party.
6.3 Permitted Disclosure. Confidential Information may be disclosed solely to the extent required by applicable law, regulation, court order, or governmental authority, provided that the receiving party (to the extent legally permitted) gives prompt written notice to the disclosing party and cooperates in seeking confidential treatment or a protective order.
Confidential Information may also be disclosed to the receiving party's insurers, directors, officers, employees, affiliates, subcontractors, or professional advisors (including legal and financial advisors), provided that such persons are bound by confidentiality obligations no less protective than those set forth herein.
The obligations under this Section shall not apply to information that:
(a) becomes publicly available through no fault or breach of this Agreement by the receiving party;
(b) is lawfully received from a third party without breach of any confidentiality obligation; or
(c) was independently developed without use of or reference to the Confidential Information.
7.1 Mutual Representations. Each party represents and warrants that:
(a) it is duly organized and in good standing under the laws of its jurisdiction;
(b) it has the authority to enter into and perform its obligations under this Agreement;
(c) its performance will not violate any agreement or obligation by which it is bound.
7.2 Additional Brand Representations. Brand further represents and warrants that all information provided in connection with the campaign is accurate and complete.
7.3 Compliance with Laws.
Each Party shall comply with all applicable laws and regulations in connection with this Agreement, including applicable anti-bribery, anti-corruption, and anti-money laundering laws.
Neither Party shall offer, promise, authorize, or make any improper payment or provide anything of value to any government official or third party in connection with this Agreement.
Halo agrees to maintain reasonable internal policies designed to promote compliance with such laws. Halo shall not be required to adopt Client's internal policies; however, Halo agrees to comply with the general anti-corruption principles reflected in Client's publicly available Code of Ethics.
Either Party may terminate this Agreement for a material breach of this Section that remains uncured after written notice and a reasonable opportunity to cure.
8.1 Exclusion or Damages. To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profit, lost revenue, loss of data, or other damages arising from:
(a) the use or inability to use the service;
(b) any conduct or content of any third party on the Service;
(c) any content obtained from the Service;
(d) unauthorized access, use, or alteration of your transmissions or content.
8.2 Cap on Liability. Halo's aggregate liability shall not exceed the Halo service fees actually paid under the applicable Order Form during the 12 months preceding the claim, excluding creator wallet funding and other pass-through amounts.
8.3 Essential Basis. The Brand acknowledges that the terms in this Section 8 are an essential basis of the bargain described in this Agreement and that, absent such terms, the economic terms of this Agreement would be substantially different.
9.1 Mutual Indemnification.
Each party ("Indemnifying Party") shall indemnify, defend, and hold harmless the other party and its affiliates, and each of their respective officers, directors, employees, and agents ("Indemnified Party") from and against any third-party claims, liabilities, damages, losses, and reasonable legal fees and costs arising out of:
(a) the Indemnifying Party's material breach of this Agreement;
(b) the Indemnifying Party's violation of applicable law;
(c) in the case of Brand, any content, materials, instructions, or campaign specifications provided by Brand or Creators engaged by Brand;
(d) in the case of Halo, any claim that the Halo platform technology infringes a third party's intellectual property rights.
For clarity, Halo shall not be responsible for, and shall have no indemnification obligation arising from, Creator licensing status, regulatory approvals, or compliance obligations that are the responsibility of the Brand or Creator under applicable law.
9.2 Procedure.
The Indemnified Party shall promptly notify the Indemnifying Party of any claim subject to indemnification. The Indemnifying Party shall control the defense and settlement of such claim with counsel of its choosing, provided that no settlement may include an admission of liability or impose any obligation on the Indemnified Party without its prior written consent.
10.1 Governing Law. This Agreement, and any non-contractual obligations arising out of or in connection with it, shall be governed by the law specified in the applicable Order Form. If the applicable Order Form does not specify a governing law, this Agreement shall be governed by the law of the jurisdiction of the applicable Halo Contracting Entity, as set out in Schedule 1 (Local Law and Forum).
10.2 Jurisdiction / Forum. Any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance, breach, or termination, shall be submitted to the courts or arbitration forum specified in the applicable Order Form. If the applicable Order Form does not specify a forum, the dispute shall be resolved in the courts or arbitration forum corresponding to the applicable Halo Contracting Entity, as set out in Schedule 1 (Local Law and Forum). Each Party irrevocably submits to such jurisdiction and venue, subject to the dispute resolution mechanism specified in the applicable Order Form or Schedule 1.
10.3 Halo Contracting Entity Controls. For the purposes of this Section 10, the relevant governing law and forum shall be determined by the Halo entity named in the applicable Order Form as the contracting party. Different Order Forms may therefore be governed by different laws and forums depending on whether the Halo Contracting Entity is based in the UAE, Kingdom of Saudi Arabia, or United States.
10.4 Good Faith Negotiation. Before commencing formal proceedings, the Parties shall first attempt in good faith to resolve the dispute through negotiations between senior representatives authorized to settle the dispute. If the dispute is not resolved within thirty (30) days after written notice of the dispute, either Party may commence proceedings in accordance with this Section 10.
11.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.
11.2 Amendments. Any amendments to this Agreement must be made in writing and signed by both parties.
11.3 Notices. All notices required under this Agreement must be in writing and sent to the addresses specified herein.
11.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will remain in full force and effect.
11.5 Waiver. The failure by either party to enforce any provision of this Agreement will not constitute a present or future waiver of such provision, nor limit the party's right to enforce such provision at a later time.
11.6 Assignment. Brand may not assign or otherwise transfer its rights or obligations under this Agreement without the prior written consent of Halo. Halo may freely assign or otherwise transfer its rights and obligations under this Agreement.
Order of Precedence. If there is a conflict, (a) the applicable Order Form controls for pricing, discounts, budgets, and payment timing; (b) the Purchase & Payment Terms control for invoicing mechanics, currency/exchange, taxes, collections, offsets, and payment enforcement; and (c) these Terms and Conditions control for all other matters.
By registering on Halo's website or paying for any subscription, the Brand agrees to be bound by the terms and conditions of this Agreement.
Halo Platforms LLC
1007 N Orange St,
Wilmington, DE, 19801, USA
1. Halo UAE entity: Laws of the UAE; courts of Dubai, UAE
2. Halo KSA entity: Laws of the Kingdom of Saudi Arabia; competent courts of Riyadh, KSA
3. Halo US entity: Laws of the State of Delaware, USA; state or federal courts located in Delaware, USA