Published Date: 7 July 2026
Last Updated Date: 7 July 2026
Effective Date: 7 July 2026
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.
This master template records version dates for Halo’s reference. The operative effective date for any Brand is determined by the applicable Order Form in accordance with Section 1.2; the date block above does not, by itself, bind any Brand to a changed version, which requires a signed writing under Section 11.2.
These Brand Terms (these “Brand Terms” 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 (the “Halo Contracting Entity” and referred to herein as “Halo”) and (ii) the undersigned entity (“Brand”). Halo provides Brand with access to its online platform and associated services under this Agreement (the “Service”). 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.
The Halo Creator Terms of Service (the “Creator Terms”), which are publicly available on Halo’s website and which govern Halo’s relationship with content creators (“Creators”), are referenced in and operate alongside this Agreement. Halo is responsible for maintaining Creator Terms that support the rights, licences, disclosures, and compliance obligations contemplated by this Agreement. In the event of any conflict between this Agreement and the Creator Terms, this Agreement governs the relationship between Halo and Brand, and the Creator Terms govern the relationship between Halo and Creators.
From time to time, the parties may mutually agree on Order Forms (“OFs”) for Pilots or Annual Subscriptions under which Halo will facilitate connections between Brand and Creators on various social media platforms. Each OF will specify:
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. Brand is responsible for the accuracy, completeness, and lawfulness of the Brand Brief and any Brand-supplied guidelines, claims, or materials.
The effective date of each OF will be the earlier of: (a) execution thereof by both Halo and Brand; or (b) the date on which the campaign goes live on the Halo platform. Modifications to any existing OF will not be binding unless made in a writing signed by both parties.
Brand represents, warrants, and covenants that: (a) it has the legal authority to enter into this Agreement and any OF; (b) it will comply with all applicable laws and regulations in connection with the campaign; and (c) it will provide accurate and complete information about the campaign.
Halo will facilitate the connection between Brand and Creators. Creators are responsible for creating and posting content in accordance with the Creator Terms and the applicable Creator Brief. Halo acts only as a platform facilitator and is not a talent agency, employer, manager, publisher, broker, fiduciary, escrow provider, financial institution, insurer, or guarantor of any Creator, campaign, content, approval, payment, result, engagement, earnings, or commercial outcome. Use of the Service does not create any employment, agency, partnership, or joint venture relationship between Halo, Brand, and any Creator.
Halo requires Creators to represent and self-declare, as part of onboarding and campaign participation, that they hold all licences, permits, registrations, and approvals required under applicable law to create, publish, and distribute content. Halo surfaces this self-declared licensing and eligibility information to Brand for campaign selection and risk-assessment purposes. Halo does not independently verify, certify, or guarantee any Creator’s licensing or regulatory compliance.
Brand acknowledges and agrees that the decision to engage, approve, or continue working with any Creator — including any Creator who has not confirmed that they hold all licences, permits, or approvals required under applicable law — is a business decision made solely by Brand. Brand is responsible for its own assessment of, and compliance with, all laws applicable to its selection and engagement of Creators for a given campaign and territory. Where Halo works with local authorities or partners to encourage Creator licensing, this does not constitute verification, certification, or a guarantee of any individual Creator’s compliance.
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 (the in-platform balance used to fund Creator Incentives and campaign costs, as further described in the Purchase & Payment Terms) 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.
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, and/or the number of Creator collaborations available to Brand, during the applicable billing period. Payment terms, invoicing structure, and billing frequency shall be as set forth in the applicable Order Form, and may provide for prepaid subscription commitments payable in advance instalments (for example, semi-annually or quarterly) across the committed term.
Fees, budgets, discounts (if any), invoicing cadence, and payment timing will be set forth in the applicable 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.
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 but not limited to failure to onboard any Creators to the campaign within 30 days of the campaign go-live date specified in the applicable Order Form, platform unavailability exceeding 48 consecutive hours, or failure to conduct the content review process described in Section 4.2 — Brand may raise a written dispute with Halo within 10 business days of such failure. Halo will use reasonable efforts to notify Brand in writing when the 30-day onboarding threshold has passed without Creators being onboarded. If Halo fails to provide such notification, Brand’s 10-business-day window shall be extended to 10 business days from the date Brand actually becomes aware of the failure, but in no event later than 30 days after the failure date. Halo shall review the dispute in good faith and provide its determination within 14 business days of receiving the dispute notice. Where Halo determines the failure is substantiated, Halo shall provide a credit in an amount determined by Halo in good faith, having regard to the nature and duration of the failure, and at its discretion may offer additional remedies such as a campaign extension or further credits. This provision does not entitle Brand to withhold, delay, or offset any payment pending resolution of a dispute.
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.
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).
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.
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. As set out in Section 2.3, the decision to engage licensed or unlicensed Creators is a business decision made solely by Brand, and Brand is responsible for ensuring its own compliance with applicable law in respect of that decision.
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. Where Brand fails to provide a decision within 3 business days, Halo reserves the right to adjust the campaign timeline accordingly. Any resulting delays to the campaign caused by Brand’s late or absent review decisions are Brand’s responsibility and may impact Brand’s own internal campaign timelines. Halo shall not be liable for any such downstream impact. Rejections should be based on material non-compliance with the approved Creator Brief or Brand’s applicable brand guidelines.
Content produced by Creators remains the property of the Creators. Under the Creator Terms, Halo obtains from Creators the rights necessary to grant Brand the usage rights described in this Section and the applicable Order Form. Halo is responsible for procuring from Creators all usage rights reasonably necessary for Brand’s permitted use of the content as agreed in the applicable Order Form and any usage rights schedule, and Halo will sublicense such rights to Brand accordingly.
Grant to Brand. Subject to Brand’s compliance with this Agreement and payment of all applicable fees, Halo grants Brand a worldwide, royalty-free, fully-paid, non-exclusive, non-transferable licence (with no right to sublicense except as expressly permitted in the applicable Order Form) to host, use, reproduce, publish, display, adapt, edit, crop, resize, reformat, subtitle, dub, translate, create excerpts from, and distribute the content for the purposes agreed in the applicable Order Form and usage rights schedule.
Permitted Purposes. Unless the applicable Order Form or usage rights schedule states otherwise, permitted purposes include organic and paid social media use. Where expressly included in the applicable Order Form or usage rights schedule, permitted purposes may also include marketing, advertising, promotional, public relations, corporate, trade, e-commerce, paid media, organic media, whitelisting, boosting, dark posting, website, CRM/email, internal and external communications, presentations, pitch decks, case studies, portfolios, reporting, analytics, award entries, industry awards, and festival submissions. The scope of channels, media, territory, exclusivity, and purposes for a given campaign is as set out in the applicable Order Form or usage rights schedule, and Halo will procure from Creators the rights necessary to support the agreed scope.
Content Usage Period. Unless a different period is set out in the applicable Order Form or usage rights schedule, Brand’s right to use the content shall apply for three (3) months from the date the content is first published by the Creator (the “Content Usage Period”). The Order Form or usage rights schedule may specify a longer or different Content Usage Period, territory, channels, and scope of use for a given campaign. Following expiry of the Content Usage Period (as it may be extended), Brand shall cease all use of the content, and the Creator may remove their content at their discretion.
Previously Created Content. For content created before the effective date on which expanded usage rights take effect, the usage rights available to Brand are as set out in the list of current usage rights provided by Halo, and any expanded rights apply from the activation date notified by Halo. Halo will provide Brand with a list of then-current usage rights and a timeline for when any expanded rights take effect, to guide Brand’s implementation.
Activation of Expanded Usage Rights. The expanded usage rights described in this Section (including award entries, presentations, industry awards, festival submissions, and other non-social uses) are available to Brand only from the date on which the corresponding rights have taken effect under the Halo Creator Terms of Service and have been accepted by the relevant Creators (the “Rights Activation Date”). Halo’s ability to grant these rights to Brand is derived from, and conditional on, the rights Halo holds under the Creator Terms; accordingly, Brand shall not exercise any expanded usage right in respect of any Creator Content before that right has been activated for that Creator Content under the Creator Terms. For Creator Content created or accepted before the applicable Rights Activation Date, Brand’s permitted use is limited to the rights set out in the current usage rights list provided by Halo until the expanded rights are activated. Halo will notify Brand of the applicable Rights Activation Date and provide the current usage rights list and activation timeline.
Usage Rights Extension. Brand may request an extension of the Content Usage Period by submitting a written request to Halo prior to or upon expiration of the Content Usage Period. Any extension is subject to the Creator’s acceptance and a fee mutually agreed upon between Halo and the Creator. Halo may charge Brand a separate facilitation fee for arranging such extension, which will be set out in a separate Order Form or written agreement at the time of the request. An extension becomes binding only upon the Creator’s written acceptance. Extensions may be requested for any duration at Brand’s discretion, subject to Creator acceptance.
Unauthorized Use. Brand’s continued use of content beyond the Content Usage Period without an agreed extension constitutes unauthorized use. Upon becoming aware of such use, Halo will notify Brand in writing and initiate the usage rights extension process on Brand’s behalf. Brand must either: (a) accept the extension offer presented by Halo, at a fee determined by Halo and the relevant Creator at the time; or (b) cease all use of the content within 10 days of Halo’s notice. Halo reserves the right to invoice Brand for the unauthorized use period at a fee determined with the relevant Creator, should the Creator request compensation for such use.
Halo may use AI-assisted, automated and data-driven tools to operate, provide, maintain, develop, improve, personalise and enhance the Service, including to convert Brand Briefs into Creator Briefs, match Creators to campaigns, support campaign workflows, conduct initial compliance reviews, generate analytics, reporting and dashboards, support fraud prevention, compliance and platform operations, improve platform functionality, and develop Halo’s technology, recommendation systems, matching tools and AI-enabled features.
Halo may collect, process, analyse and use Brand data, campaign data, platform usage data, Creator Content, engagement data, performance data and related information for the purposes of operating, providing, maintaining, developing, improving and enhancing the Service, in each case subject to applicable law and Halo’s Privacy Policy.
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 (meaning the duration of the Brand’s first Order Form designated as a Pilot, which is 90 days unless otherwise specified in the applicable Order Form) and solely with respect to that 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 Creator Brief prior to the effective date of termination. Any 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 review via the Halo platform. 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 Briefs, subscription fees already accrued, campaigns already initiated, or any annual subscription commitments.
Brand on an annual plan may not cancel such plan mid-term. Any attempted cancellation of an annual plan shall not relieve Brand of its payment obligations for the remainder of the committed term.
Upon termination, all outstanding obligations will be settled in accordance with the terms of this Agreement and any applicable OFs. Termination does not affect any accrued rights, payment obligations, non-refundability provisions, usage rights (for the remainder of the applicable Content Usage Period, subject to Creator rights), confidentiality obligations, indemnities, limitations of liability, or other provisions intended to survive.
For purposes of this Section, “Confidential Information” means any non-public information disclosed by one party to the other in connection with this Agreement, including but not limited to campaign briefs, pricing, Creator identities, Creator compensation rates, platform data, and any information marked as confidential or that a reasonable person would consider confidential given the nature of the disclosure.
Both parties agree to maintain the confidentiality of all Confidential Information disclosed during the term of this Agreement and for a period of two (2) years following its termination or expiration.
Confidential Information will not be disclosed to any third party without the prior written consent of the disclosing party.
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.
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; and (c) its performance will not violate any agreement or obligation by which it is bound.
Brand further represents and warrants that all information provided in connection with the campaign is accurate and complete.
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. To the extent Brand has published a Code of Ethics, Halo agrees to comply with the general anti-corruption principles reflected therein. 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.
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; or (d) unauthorized access, use, or alteration of Brand’s or any Creator’s transmissions or content.
Subject to Section 8.4, Halo’s aggregate liability to Brand for all claims arising out of or relating to this Agreement shall not exceed the Halo service fees actually paid by Brand under the applicable Order Form during the 12 months preceding the claim, excluding creator wallet funding and other pass-through amounts. For the avoidance of doubt, no cap applies to Brand’s liability to Halo, which shall be determined in accordance with applicable law and the terms of this Agreement.
Each party 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.
Nothing in this Section 8 limits or excludes: (a) either party’s liability for fraud, wilful misconduct, or gross negligence; (b) Brand’s obligation to pay fees and amounts due under this Agreement and any Order Form; (c) either party’s indemnification obligations under Section 9; or (d) any liability that cannot be limited or excluded under applicable law. For the avoidance of doubt, the cap in Section 8.2 does not apply to Halo’s indemnification obligation under Section 9.1(d) and Section 9.3 in respect of third-party claims that the Halo platform technology itself infringes intellectual property rights. As between Halo and Brand, third-party claims arising from Creator content are addressed in Section 9.3.
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; and (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.
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.
As between Halo and Brand, any third-party claim that content created by a Creator infringes or violates intellectual property, publicity, privacy, or other third-party rights is the responsibility of Brand and/or the originating Creator. Halo’s indemnity is limited to claims that the Halo platform technology itself infringes intellectual property rights (as set out in Section 9.1(d)). Under the Creator Terms, Halo passes through to Creators responsibility for content that infringes third-party rights, except where such content infringes solely because the Creator followed a Halo-generated Creator Brief without material deviation and without reason to know it was infringing, in which case Halo’s responsibility is as set out in the Creator Terms. Halo remains responsible for its own gross negligence, wilful misconduct, and direct breach of its obligations under this Agreement.
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).
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.
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.
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.
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.
Any amendments to this Agreement must be made in writing and signed by both parties.
All notices required under this Agreement must be in writing. Notices to Halo shall be sent to: Halo Platforms LLC, 1007 N Orange St, Wilmington, DE, 19801, USA, or by email to legal@halo.live. Notices to Brand shall be sent to the address or email specified in the applicable Order Form.
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.
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.
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.
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.
Neither party will be liable for any delay or failure to perform its obligations (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics or pandemics, war, terrorism, civil unrest, government action, changes in law, labour disputes, utility or telecommunications failures, internet or third-party platform outages, algorithm or policy changes by third-party platforms, or failures of third-party service providers (each a “Force Majeure Event”). The affected party will notify the other party and use reasonable efforts to mitigate the effects. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the affected Order Form on written notice, subject to settlement of amounts due and the non-refundability provisions of this Agreement. Brand’s payment obligations are not excused by a Force Majeure Event.
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.
Halo Platforms LLC
1007 N Orange St, Wilmington, DE, 19801, USA