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.
These Advertising Terms and Conditions (these "Terms and Conditions" and together with any Campaign Orders executed by the parties, the "Agreement") are entered into by and between Halo Platforms LLC, a Delaware limited liability company ("Halo") and the undersigned entity ("Brand").
1.1 Campaign Orders (COs). From time to time, the parties may mutually agree on campaign orders ("Campaign Orders" or "COs") under which Halo will facilitate connections between Brands and content creators ("Creators") on various social media platforms. Each CO will specify:
(a) the campaign details;
(b) the type of incentives (cash or purchase credits) being offered to Creators;
(c) the fees and rates applicable to the campaign;
(d) the maximum budget for the campaign;
(e) the start and end dates of the campaign;
(f) any specific requirements for content creation.
1.2 CO Effective Date and Modification. The effective date of each CO 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 terms of the CO.
3.1 Incentives. Cash incentives and purchase credits offered to Creators will be determined by Halo and paid through Halo upfront.
3.2 Subscription Fees. Brands will be charged a monthly subscription fee in accordance with Halo's pricing policies. Each tier determines the maximum number of Creators that will feature the Brand each month.
4.1 Content Requirements. All content created by Creators must comply with the Brand's guidelines and any applicable laws and regulations.
4.2 Content Review and Approval. Halo will review and approve the content before it is posted to ensure compliance with the terms of the CO. Brands will not have the authority to approve or reject content.
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, distribute, resell, repurpose, and sublicense the content. Halo may transfer this license or sublicense to the Brands.
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. Brands with quarterly or annual plans may not cancel their plans mid-term, and any such attempt will result in the forfeiture of all fees paid, including subscriptions, cash incentives, purchase credits, and other payments and fees.
5.2 Effect of Termination. Upon termination, all outstanding obligations will be settled in accordance with the terms of this Agreement and any applicable COs.
6.1 Confidential Information. Both parties agree to maintain the confidentiality of all proprietary information disclosed during the term of this Agreement.
6.2 Non-Disclosure. Confidential Information will not be disclosed to any third party without the prior written consent of the disclosing party.
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.
8.1 Exclusion of 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. In no event shall Halo's aggregate liability for all claims relating to the Service exceed the greater of $100 or the amounts paid by the Brand to Halo in the twelve months immediately preceding the claim.
8.3 Essential Basis. The Brand acknowledges that the terms in thisSection 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 Brand Indemnification. Brand will indemnify and hold harmless Halo and its affiliates, and each of their officers, directors, employees, and agents, from and against any and all claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal fees and costs, arising out of or in any way connected with:
(a) Brand's breach of this Agreement;
(b) Brand's violation of any law or the rights of a third party;
(c) any content or information provided by Brand or Creators on behalf of Brand;
(d) any activity in which Brand or Creators engage on or through the Service.
9.2 Procedure. Halo will notify Brand of any claim for which it seeks indemnification promptly upon becoming aware of the claim, and will permit Brand to control the defense of such claim with counsel chosen by Brand; provided, however, that Brand will not enter into any settlement that contains any admission of or stipulation to any guilt, fault, liability, or wrongdoing on the part of any indemnified party without Halo's prior written consent.
10.1 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.
10.2 Jurisdiction. The parties agree that any disputes arising out of or relating to this Agreement will be resolved in the state or federal courts located in Delaware, and the parties hereby consent to the jurisdiction of such courts.
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.
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