Part 2: Specialized Service Terms

The following terms apply strictly to the extent that the Client engages InBold for the specific specialized services described below.

5. Influencer & Talent Marketing

5.1 Morals Clause

InBold reserves the right, at its sole discretion and without penalty to InBold or the Client, to immediately terminate, suspend, or pause any engagement with a talent or influencer where that person: (a) commits, is credibly alleged to have committed, or is charged with a criminal offense; (b) makes public statements or engages in conduct that brings, or is reasonably likely to bring, the Client or InBold into public disrepute, scandal, contempt, or ridicule; (c) violates platform community standards resulting in account suspension or demonetization; (d) breaches applicable advertising or disclosure laws; or (e) engages in conduct inconsistent with the Client’s brand values as communicated in writing to InBold. In such cases, the Client shall pay for work completed and non-cancellable third-party costs incurred up to the date of termination, and any fees paid to the affected talent for unpublished deliverables may, where commercially recoverable, be refunded to the Client.

5.2 Usage Rights

Intellectual property rights in all influencer-generated content remain with the influencer. Any use of such content by the Client or by InBold on the Client’s behalf is by license only, not by assignment. Each SOW or influencer brief shall specify: (a) the territory of permitted use; (b) the duration of the license (default six months from first publication unless otherwise agreed); (c) the permitted media (organic social only; paid social amplification / whitelisting; website; email; other); (d) the platforms on which the content may appear; (e) any exclusivity period during which the influencer may not promote competing products, defined by reference to a named category or named competitor list (default ninety (90) days post-campaign); and (f) any paid boosting budget. Extended usage, renewal of the license period, paid amplification not originally scoped, and cross-platform repurposing all require a separate written agreement and additional consideration to the influencer. A full buyout (perpetual, worldwide, all-media license or assignment) is available only where expressly scoped and priced in the SOW.

5.3 Results and Warranties

InBold guarantees the execution of the agreed campaign, but we do not guarantee specific results such as sales, number of conversions, or guaranteed reach (unless these targets are explicitly agreed upon).

5.4 Disclosure Compliance

Influencers and talent engaged under this Agreement are contractually required to comply with all applicable advertising disclosure laws and codes, including but not limited to the US Federal Trade Commission Endorsement Guides (16 CFR Part 255); the UK Advertising Standards Authority and CAP Code; the Danish Forbrugerombudsmanden guidelines on hidden advertising (skjult reklame) and the Marketing Practices Act (markedsføringsloven); equivalent consumer protection and marketing authorities in Sweden (Konsumentverket, Reklamombudsmannen), Norway (Forbrukertilsynet), and Finland (Kilpailu- ja kuluttajavirasto); and the EU Digital Services Act transparency obligations for commercial content on large online platforms. The Parties acknowledge that brands, agencies, and creators may each bear independent and joint liability for disclosure failures. Accordingly, InBold operates a rigorous compliance process that the Client agrees to support.

5.5 Disclosure Wording and Placement

Every piece of sponsored content produced under this Agreement shall carry a clear, conspicuous, and unambiguous disclosure of its commercial nature, placed at the start of the caption or the first three seconds of video or audio content (not in comments, not after “read more” cut-offs, not only within hashtag clusters). Acceptable disclosure language includes “Ad”, “Advertisement,” “#Ad”, “Sponsored,” “Paid Partnership with [Brand],” “#Reklame” (DK/NO), “#Sponsrat” or “#Reklam” (SE), and “#Mainos” (FI). Platform-native disclosure tools (Instagram and TikTok paid partnership labels, YouTube paid promotion disclosure, and LinkedIn advertising disclosure) shall be enabled in addition to caption disclosure and not as a substitute for it. InBold reserves the right to reject content that does not meet this standard and to withhold payment to the influencer until corrected.

5.6 Content Review and Approval

InBold shall review all influencer content for compliance with this Agreement, the applicable disclosure rules, and the Client’s briefing prior to publication. The Client shall have the right to review and comment on content in advance of publication where this has been agreed in the SOW, with a review turnaround not exceeding three (3) business days unless otherwise specified. If the client does not provide feedback within the agreed window, the content shall be deemed approved for publication. InBold retains the right, exercisable at its sole discretion and without liability to the client or the influencer, to require content to be amended, republished with corrections, unpublished, or replaced, where InBold reasonably considers that the content fails to meet disclosure, substantiation, brand safety, or legal requirements.

5.7 Whitelisting, Paid Amplification and Repurposing

Use of influencer-generated content as paid media (including but not limited to Meta Ads Manager whitelisting, Instagram Partnership Ads, TikTok Spark Ads, Pinterest Idea Ads, or equivalent paid amplification tools) requires a separate express license granted by the influencer and documented in the SOW or influencer agreement. Without such a license, the Client may not run influencer content as paid media, nor may InBold do so on the Client’s behalf. Whitelisting licenses shall specify the ad account used, spend cap, duration, geographic targeting, and creative variants permitted. Any repurposing of influencer content for uses beyond those originally licensed (for example, out-of-home, television, point-of-sale, or inclusion in the client’s owned-channel evergreen content library) likewise requires additional express licensing and, where applicable, additional consideration to the influencer.

5.8 Payment Chain and Withholding

Unless otherwise agreed, InBold contracts with and pays the influencer directly, and the Client reimburses InBold through the normal invoicing process. Final payment to the influencer is contingent on: (a) timely publication in accordance with the campaign schedule; (b) compliant disclosure meeting the standards of clause 5.5; (c) delivery of any post-campaign reporting required by the SOW; and (d) the influencer not having breached the morals clause, exclusivity period, or any other material term. InBold may withhold all or part of a payment to an influencer pending cure of a material non-compliance; where non-compliance is not cured, the withheld amount may be credited back to the Client.

5.9 Performance Reporting and Audience Data

Where agreed in the SOW, InBold shall procure that each influencer provides post-campaign reporting in an agreed format covering metrics such as reach, impressions, engagement, follower demographics (in aggregate, non-identifying form), click-throughs, and any trackable conversions. The Parties acknowledge that audience data supplied by platforms or influencers is often limited, estimated, or self-reported; neither InBold nor the influencer warrants the accuracy of such data. Personal data processed in connection with influencer campaigns shall be handled in accordance with section 17 (Data Protection and GDPR) and the Data Processing Agreement.

5.10 Exclusivity and Competitor Definition

Where the campaign includes a category or competitor exclusivity period, the duration, scope, and definition of “competitor” shall be stated in the SOW by reference to either a named list of competing brands or a precisely defined product category. Broad, open-ended or industry-wide exclusivity clauses are not supported. Exclusivity applies only to the campaign period plus the stated tail (default ninety (90) days) and only to the specific influencer engaged.

5.11 Minors and Protected Persons

Where an influencer is under the age of eighteen (18) or where content will be directed at, or predominantly consumed by, audiences under eighteen, InBold shall require written parental or guardian consent; compliance with applicable child-safeguarding and working-hours rules in the relevant jurisdiction; and enhanced disclosure and content standards, including, where applicable, the UK Age-Appropriate Design Code and equivalent EU/Nordic frameworks. Content addressed to minors shall not use deceptive UI/UX patterns, shall not include profiling for commercial purposes and shall not promote products prohibited for minors under local law (including alcohol, tobacco, gambling, HFSS food subject to restriction, and regulated financial products).

5.12 AI-Generated, Virtual and Synthetic Influencers

Where a campaign involves an AI-generated, virtual, or synthetic influencer, or where influencer content includes AI-generated imagery, voice cloning, or deepfake-adjacent techniques, this shall be expressly disclosed to the audience in addition to the commercial-content disclosure required by clause 5.5. The underlying rights in a virtual influencer persona and the rights in AI-generated assets used in the campaign shall be addressed in the SOW, including ownership, licensing scope, and permitted future uses.

5.13 Indemnification and Liability

The influencer agreements InBold enters into with each talent shall include an indemnification from the influencer in favor of InBold (and, via InBold, the Client) for failure to comply with disclosure laws; unsubstantiated factual claims made by the influencer about the Client’s products or services beyond the approved brief; and content that infringes third-party intellectual property rights or publicity rights. InBold’s own liability to the client in respect of influencer campaigns is subject to the general limitations set out in section 18. Nothing in this section 5 shifts to the client liability for factual claims about the client’s own products, which remain the client’s responsibility under section 18.4.

6. Events & Experiential Marketing

6.1 Cancellation & Postponement: If an event is canceled or postponed due to weather, venue closures, or force majeure, the Client remains responsible for all non-refundable third-party costs (e.g., catering, venue deposits, staging, and talent guarantees) incurred by InBold up to the point of cancellation. 

6.2 Permits and Safety: Unless explicitly scoped in the agreement, the Client or the event venue is solely responsible for securing local event permits, ensuring health and safety compliance, and managing crowd control.

7. Digital Production & Apps

7.1 Accessibility Disclaimer: While InBold designs with modern best practices, formal legal compliance with accessibility standards (such as the European Accessibility Act (Directive (EU) 2019/882) as implemented in national law, the Web Content Accessibility Guidelines (WCAG), or, for US audiences, the Americans with Disabilities Act (ADA)) requires specialized third-party auditing, which remains the Client’s responsibility unless explicitly included in the scope of work.

7.2 Third-Party Platforms: InBold is not liable for project delays, financial losses, or rejections caused by third-party platform policy changes or review processes (e.g., Apple App Store, Google Play Store). 

8. Public Relations & Communications Strategy

8.1 Defamation Indemnity: The Client indemnifies InBold against any third-party claims of libel, slander, or defamation arising from press releases, public statements, or PR materials that were approved by the Client prior to distribution.

8.2 Approval of Public Statements: InBold will not issue any formal press release or public statement on behalf of the Client without the Client’s prior written approval (email shall suffice). Once approved, the Client assumes full legal and regulatory responsibility for the content of the message.

8.3 No Guarantee of Coverage: Public relations is an “earned media” service. While InBold will use professional efforts to secure media interest, the final decision to publish or broadcast remains with third-party journalists, editors, and outlets. InBold makes no warranty or guarantee that specific media placements, reach, or sentiment will be achieved. InBold and the Client agree on KPIs, and InBold will use professional diligence to meet these objectives.

8.4 Crisis Communications Limitation: In the event of “Crisis PR” services, InBold provides strategic messaging advice based on information provided by the client and the context available to InBold. InBold is not liable for the underlying events causing the crisis, the public’s ultimate reaction to the messaging, or the final business impact on the Client.

8.5 Media Distribution & Monitoring Costs: Costs for third-party media distribution services (e.g., wire services), media monitoring, or reports are considered external costs. These costs will be invoiced by InBold to the Client.

9. Branding & Corporate Identity

9.1 Typography & Font Licensing: InBold will identify any third-party fonts or typography used in the deliverables. However, the Client is strictly responsible for purchasing the correct commercial, enterprise, or web licenses required for their specific corporate usage and scale.

9.2 Unused Concepts & Rejected Designs: The Client is only purchasing the rights to the final, approved design route. InBold retains 100% ownership of all pitched, unselected, or rejected concepts, and the Client may not use or adapt them without a separate commercial agreement.

9.3 Originality Limitation: InBold warrants that all branding work is originally created by our team. However, because millions of logos exist globally, InBold cannot guarantee that a design does not unintentionally resemble an existing mark. The Client is solely responsible for conducting formal trademark clearance searches through their legal counsel prior to use.

9.4 Brand Naming: InBold may provide preliminary availability checks (e.g., domain availability or basic search engine checks), but comprehensive trademark clearance and official registration are strictly the Client’s legal and financial responsibility.

9.5 Creator’s Right to Display: Once the brand identity is publicly launched by the Client, InBold retains the perpetual right to display the final work in its portfolio, submit it for industry design awards, and be credited as the creator of the brand identity.

10. Media Buying Transparency

10.1 Media Discounts and Rebates: Under these standard Terms, any volume discounts, agency volume bonuses (AVBs), rebates, commissions, free media credits, value pots, or similar benefits negotiated by InBold with media vendors and earned in whole or in part on the basis of InBold’s total aggregated media spending across its client portfolio are retained by InBold as part of InBold’s compensation and are not separately attributable or refundable to the Client. This is the default compensation model for standard media services and reflects InBold’s role in negotiating and managing such vendor relationships. Where the Client requires full media trading transparency (including pass-through of client-specific AVBs, open-book reporting, disclosure of proprietary or inventory media, and audit rights in the style of the ISBA Media Services Framework 2025), the Parties shall enter into a separate Master Services Agreement containing a dedicated Media Transparency Annex; these standard terms do not govern such engagements.

10.2 Brand Safety & Ad Fraud: While InBold uses commercially reasonable efforts and industry-standard tools to prevent ads from appearing adjacent to inappropriate content or being subject to ad fraud (bot traffic), 100% brand safety cannot be guaranteed on programmatic networks.

11. Marketing Content Production (Design, Layout, Digital Imaging, Post-Editing, Motion Graphics, Film & Photo)

11.1 Scope of Production: These terms apply to all visual asset generation, including live-action film shoots, photography, design, layout, digital imaging, post-editing, audio production, and motion graphics.

11.2 Weather Days & Shoot Cancellations: If a physical production shoot is canceled or delayed due to weather conditions (“Weather Day”) or Client-requested changes within 48 hours of the shoot, the Client is responsible for all resulting out-of-pocket costs, including crew day rates and equipment rentals.

11.3 Talent & Location Usage Restrictions: InBold will secure standard releases for talent, models, and locations. The Client is strictly bound by the geographic, temporal, and media usage limits of those specific releases. Any extended usage, renewals, or residual payments are the sole responsibility of the Client.

11.4 Props & Client Products: Any highly valuable prototypes, jewelry, or Client products provided to InBold for use on set or during production are provided entirely at the Client’s own risk. InBold is not liable for damage or theft of such items.

11.5 Post-Production & Motion Graphics: Revisions for post-editing, digital imaging, layout formatting, and motion graphics are strictly limited to the correction rounds defined in Section 2.2, unless a specific rendering and editing schedule is otherwise detailed in the agreed project scope. Major structural changes requested after the initial edit lock will require a change order.

12. IT & Hosting Services: Definitions and Scope

12.1 Commissioning Day: The day on which the Client actually uses a service or housing facility.

12.2 Ready to Use: A message from InBold stating that the hosting facilities or internet connection can be used.

12.3 Rent/Housing: The right to use a housing facility, fiber, or circuit. Renting housing facilities is not necessarily an exclusive right, as other clients may place equipment in the same facility.

12.4 Subcontractors: If InBold provides physical internet connections via fiber, copper, or wireless, the terms and conditions of the subcontractor in question shall apply and take precedence over this agreement.

13. IT Delivery, Agreements, and Guarantees

13.1 Agreement Period: Contracts may be terminated by either party with 90 days’ written notice until the end of a month. If not terminated 90 days before expiration, the contract will automatically extend for 1 month on the same terms.

13.2 Approval: When services are declared “Ready for Use,” the Client must notify InBold in writing within 5 working days if the services do not meet the agreed specifications. If no notice is given, the services are considered to meet all specifications and guarantees.

13.3 Disputes: Disputes about whether IT or Hosting services meet the agreed technical specifications, which remain unresolved for more than 15 working days, may be referred by either Party to an independent industry expert, whose decision on that technical question is final. All other disputes are resolved under section 25.

13.4 Guarantees & SLAs: InBold makes no other warranty regarding uptime or performance apart from the applicable Service Level Agreement (SLA) explicitly detailed in the Client’s specific Statement of Work. Any remedies for failure to meet SLA targets, such as service credits, will be governed strictly by that specific SLA. InBold cannot control the flow of information across third-party internet services and disclaims responsibility for third-party network disconnections.

14. Acceptable Use Policy

14.1 The Client must comply with all applicable laws and regulations in connection with their business. The Client may not use InBold’s network, servers, or services to:

• Violate applicable laws, rules, or the privacy of others.
• Send unsolicited bulk email (“SPAM”) or operate an open mail relay.
• Store or distribute illegal or copyright-infringing material.
• Distribute malicious programs (viruses, worms, Trojan horses).
• Attempt unauthorized access to networks (“cracking”), monitor networks without permission, or execute denial of service attacks.

14.2 InBold reserves the right to immediately suspend or terminate deliveries if this policy is violated or illegal material is detected.