Halo Platforms LLC Terms of Service for Content Creators

1. Introduction

Welcome to Halo Platforms LLC (“Halo”). These Terms of Service (“Terms”) govern your use of Halo’s online platform. By creating an account or using our Service, you agree to be bound by these Terms.

2. The Halo Platform

Halo is an online marketplace designed exclusively to provide a platform for Brands and Content Creators (“Creators”) to discover one another and explore potential collaboration opportunities.

Platform Purpose: Halo’s role is limited to providing access to a marketplace. It does not facilitate, mediate, or enable the interactions between Brands and Creators.
No Intermediary Role: Any contractual or business arrangements made between Brands and Creators are solely between the parties involved, and Halo assumes no responsibility for those interactions.

3. Funding and Payment Terms

3.1 Campaign Funding

Creators may receive cash incentives and purchase credits for participation in campaigns.
Payment amounts for each campaign will be displayed at the time of application and are determined on a case-by-case basis by Halo or the Brand.

3.2 Payment Conditions and Timing

Payments are due only when:
All required Creator information is provided;
Approved content has been live on the specified social platform for a minimum of three (3) days as per the campaign brief; and
All required performance data has been submitted by the Creator.

Halo guarantees release of due payments within 21 days of the final approved content’s publication date, subject to any third-party processing timelines.

4. Your Commitments

By using Halo, you commit to the following, acknowledging that these obligations are fundamental to maintaining a safe, lawful, and professional environment:

4.1 Accuracy and Currency of Information

Provide accurate, complete, and up-to-date personal and account information;
Immediately update any information that may become inaccurate.

4.2 Legal and Regulatory Compliance

Use the Service in strict compliance with all applicable local, national, and international laws and regulations;
Ensure that all interactions on the platform comply with advertising, consumer protection, and data protection laws.

4.3 Adherence to Platform Policies and Guidelines

Abide by all Halo policies, guidelines, and instructions published on the platform;
Do not engage in fraudulent, misleading, or malicious activities.

4.4 Respect and Professional Conduct

Respect the rights and privacy of all individuals and entities;
Avoid any conduct that could harm the reputation of Halo, Brands, or other Creators.

4.5 Independent Business Relationships

Recognize that your interactions and any agreements with Brands or other Creators are solely your responsibility;
Acknowledge that using the platform does not create any agency, employment, or partnership relationship with Halo.

4.6 Data Security and Confidentiality

Maintain the confidentiality of any sensitive or proprietary information encountered through the platform;
Promptly notify Halo of any suspected unauthorized access to your account.

5. Creator Responsibilities

As a Creator using Halo, you agree to the following responsibilities:

5.1 Account and Profile Management

Profile Accuracy: Maintain a Creator profile using the social media accounts submitted and approved during your Halo application.
Single Profile: Only one profile per Creator is allowed; multiple profiles may result in penalties.
Identity Verification: Impersonation or misrepresentation is strictly prohibited and may result in immediate suspension.

5.2 Campaign Engagement

Campaign Selection: Review and select campaigns to participate in via the platform. There is no penalty for rejecting campaigns.
Prompt Response: Accept campaigns only if you are prepared to comply with all deadlines and requirements.

5.3 Scheduling and Appointments

Booking: Upon accepting a collaboration, book an appointment within 24 hours. Failure to do so will result in automatic cancellation of the collaboration.
Cancellations: Cancel appointments at least 24 hours prior to the scheduled time; Late cancellations (less than 24 hours notice) or no-shows will be recorded as violations.
Attendance: Attend all scheduled appointments on time; significant lateness may be treated as a violation. If you book but fail to complete or communicate with the Halo Team, this will be considered a breach of your responsibilities.

5.4 Content Creation and Management

Submission Timelines: Submit content for review within 24 hours after your appointment; Complete any requested revisions within 24 hours of receiving feedback.
Publication Requirements: Publish approved content within 12 hours of receiving brand approval; Do not publish content without brand approval.
Content Retention: Do not delete or archive published content for at least three (3) months from the publication date unless you have obtained prior written approval from Halo.

5.5 Quality, Authenticity, and Compliance

Originality and Quality: Ensure all content is original, high quality, and adheres to the campaign brief and brand standards.
Intellectual Property: Guarantee that your content does not infringe on any third-party intellectual property rights.
Disclosure Obligations: Clearly disclose sponsored or branded content as required by applicable law; Maintain compliance with all relevant advertising and consumer protection laws.

5.6 Performance Reporting and Data Sharing

Analytics Access: Grant and maintain OAuth authentication access to your social media accounts for analytics and performance data; Do not revoke this access during active campaigns.
Performance Data: Submit performance statistics within the prescribed time frames; Provide accurate screenshots where OAuth is unavailable. Misleading or falsified data will result in immediate suspension.

5.7 Additional Responsibilities

Communication: Maintain prompt and clear communication with the Halo support team and any campaign-related contacts.
Confidentiality: Keep any campaign details or proprietary information received from Brands confidential.
Regulatory Compliance: Ensure that you hold all necessary licenses or permits required to create, publish, and distribute content in your jurisdiction.
Conflict of Interest: Avoid engaging in any activities that could create a conflict of interest or harm the reputation of the Brands or Halo.

6. Permissions You Grant to Us

6.1 License to Use Your Content

While you retain ownership of your content, you grant Halo a non‑exclusive, royalty‑free, transferable, sub‑licensable, worldwide license to host, use, distribute, modify, and create derivative works from your content.
This license applies to content shared in connection with the Service and includes its use by Brands for organic posts or paid advertising, subject to your privacy and application settings.

6.2 Use of Your Information

You permit Halo to display your username, profile picture, and activity in connection with accounts, ads, and sponsored content on the platform without compensation.

6.3 Access to Social Media Data

You grant Halo access to your social media analytics via OAuth. This data may be shared with Brands for campaign-specific purposes and stored as necessary.

6.4 Updates and Maintenance

You agree to allow Halo to download and install updates to the Service on your device as required.

7. Content Review and Approval

Review Process: All content must be reviewed and approved by Halo to ensure compliance with the campaign requirements.
Brand Feedback: Brands have the right to approve or request modifications to content prior to publication.

8. Brand Protection and Integrity

Prohibited Activities: Any involvement in activities that harm the reputation of Halo or any Brand, including fraudulent, scam‑related, or abusive behavior, will result in immediate termination of your account and forfeiture of due payments.
Additional Actions: Halo and the affected Brand reserve the right to pursue further legal remedies as necessary to protect their interests.

9. Termination

9.1 Termination by Either Party

Either party may terminate this Agreement upon 10 days’ written notice if the other materially breaches any term of this Agreement.

9.2 Effect of Termination

Upon termination, any outstanding obligations will be settled in accordance with the terms outlined herein and within any specific campaign orders.

10. Confidentiality

10.1 Confidential Information

Both parties agree to maintain the confidentiality of all proprietary or sensitive information disclosed during the term of this Agreement.

10.2 Non-Disclosure

Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing party, except as required by law.

11. Limitation of Liability

11.1 Exclusion of Certain Damages

To the fullest extent permitted by law, neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits or data.

11.2 Cap on Liability

In no event shall Halo’s aggregate liability exceed the greater of $100 or the amounts paid by the Creator to Halo in the twelve (12) months preceding the claim.

12. Indemnification

12.1 Creator’s Indemnification Obligation

You agree to indemnify and hold harmless Halo, its affiliates, and their respective officers, directors, employees, and agents from any claims, liabilities, damages, losses, or expenses (including reasonable legal fees) arising from:
Your breach of these Terms;
Your violation of any law or third-party rights;
Any content or information provided by you.

12.2 Indemnification Procedure

Halo will promptly notify you of any claim seeking indemnification. You will have the right to control the defense of such claim with counsel of your choosing, provided that you do not settle any claim in a manner that admits liability without Halo’s prior written consent.

13. Dispute Resolution

13.1 Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.
Any disputes shall be resolved in the state or federal courts located in Delaware, to whose jurisdiction you consent.

13.2 Arbitration Agreement

Except as otherwise provided herein, any dispute arising out of these Terms shall be resolved by binding individual arbitration in accordance with the American Arbitration Association’s Consumer Arbitration Rules.
Class Action Waiver: You waive your right to participate in class or collective arbitrations.
Opt-Out Provision: You may opt out of this arbitration provision within 30 days of accepting these Terms by sending written notice to: Halo Platforms LLC, ATTN: Arbitration Opt-Out, 1007 N Orange St, Wilmington, DE, 19801, USA.

14. General Provisions

14.1 Entire Agreement

These Terms constitute the entire agreement between you and Halo, superseding all prior communications and agreements.

14.2 Amendments

Any modifications to these Terms must be in writing and signed by both parties.

14.3 Notices

All notices under this Agreement must be in writing and sent to the addresses specified herein.

14.4 Severability

If any provision is deemed invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14.5 Waiver

Failure by either party to enforce any provision shall not be deemed a waiver of future enforcement of that provision.

14.6 Assignment

You may not assign or transfer your rights or obligations under these Terms without Halo’s prior written consent. Halo may assign its rights freely.

15. Content Removal and Account Termination

15.1 Content Removal

Halo reserves the right to remove any content that violates these Terms, our policies, or applicable law.
Halo may suspend or limit your access to the Service if your content or actions pose legal risks or other harms.

15.2 Account Termination

Repeated violations, including infringement of intellectual property rights or breach of our policies, may result in account suspension or termination.
In the event of termination, you will be notified of the reason, unless such disclosure is prohibited by law or compromises the security of our community.

15.3 Post-Termination Provisions

Upon termination of your account, the provisions relating to content licensing, confidentiality, limitation of liability, indemnification, dispute resolution, and general provisions will continue to apply.