Terms of Service

For our affiliate program, see the Terms of Service for Affiliates. For refunds, see the Refund Policy. For data, see the Privacy Policy and Data Processing Addendum.

MakeUGC is operated by Cinnamon Technology Limited, a private limited company incorporated and registered in England and Wales under company number 15351712, with its registered office at Silverstream House, 45 Fitzroy Street, London, England, W1T 6EB, United Kingdom (the "Company", "MakeUGC", "we", "us" or "our"). The Company owns, manages and controls the MakeUGC platform and all related websites, applications, APIs, integrations, products and services (the "Services").

These Terms of Service (the "Terms") are a legally binding agreement between you ("you", "your" or the "User") and the Company. By creating an Account, starting a Trial, purchasing a Subscription, accessing the Services through any interface (including the web application, API, MCP server, browser extension, Shopify app or any other integration), or clicking "I agree", you accept these Terms. If you do not agree, you must not use the Services.

If you use the Services on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" refers to that entity. The Services are designed for, and primarily marketed to, businesses, marketers, agencies and professional creators. Where you are a consumer under applicable law, nothing in these Terms limits any statutory right that cannot lawfully be excluded, and the consumer-specific provisions in Sections 8, 14 and 16 apply.

1. DEFINITIONS

These definitions are to be interpreted broadly and inclusively to cover all data, content, activity and usage involving the Services.

• "Account" means a unique user profile registered to access the Services, including all associated credentials, workspaces, team members, permissions, billing information, Credits, usage history and stored Content.
• "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the Company.
• "Avatar" means any synthetic, AI-generated or AI-animated human or human-like presenter, character, face, body or persona available in or created through the Services, including stock Avatars provided by MakeUGC and Custom Avatars created from User-supplied material.
• "Content" collectively refers to Input and Output in any form, including any modifications, variations, derivatives, transformations or reproductions thereof.
• "Credits" means the units of usage allocated to an Account under a Subscription, Trial or one-off purchase that are consumed when the Services generate Output.
• "Custom Avatar" and "Custom Voice" mean any Avatar or Voice created by the Services from photographs, video, audio or other Likeness Material supplied by you.
• "Force Majeure Event" means any event or circumstance beyond a party's reasonable control that prevents or delays performance, including natural disasters, pandemics, war, civil unrest, government restrictions, utility failures, telecommunications outages, cyberattacks, distributed denial-of-service attacks, labour disputes, strikes, failures or withdrawal of third-party AI model providers, and any interruption of supply chains or hosting infrastructure.
• "Input" means any data, content, files, text, audio, video, imagery, photographs, scripts, prompts, instructions, metadata, product information, URLs, advertising materials, brand assets, Likeness Material, or other materials submitted, uploaded, imported, linked, transmitted or otherwise made available by you to or through the Services, whether manually, programmatically or automatically.
• "Likeness Material" means any image, video, audio recording, voice sample, name, signature or other identifying attribute of a real, identifiable person.
• "Output" means any and all AI-generated, AI-assisted or algorithmically produced content, data or materials returned, displayed, provided, stored or exported by the Services in response to Input, including text, scripts, hooks, marketing briefs, copy, images, video, audio, voiceovers, captions, metadata, creative concepts, Avatars, Voices, analyses and derivative results.
• "Subscription" means a paid, recurring membership or access tier granting time-limited access to specific features, Credits, models, functions, toolsets, usage limitations, billing terms and service levels.
• "Trial" means any free, discounted, promotional, time-limited or introductory access to the Services, including any paid trial offered at less than the standard Subscription price (for example, a 72-hour trial for a nominal fee).
• "Voice" means any synthetic or AI-generated voice, voice clone or voice design available in or created through the Services.

2. NATURE OF SERVICES AND LEGAL DISCLAIMER

2.1 Description. MakeUGC provides an artificial-intelligence-powered software platform enabling Users to generate, edit, modify, analyse, manage and deploy marketing content, user-generated-style content, visual media, scripts, audio and related creative assets at scale. The Services include automated tools, processing systems, algorithms, third-party foundation models and generative models that operate without human review unless explicitly stated. Certain features ("Done-For-You" or managed services) may involve human production work and are governed by the applicable order form in addition to these Terms.

2.2 AI-Generated Content. All Outputs are produced using generative AI models, machine-learning systems and probabilistic algorithms. You acknowledge and agree that:

• Outputs may not be unique and may resemble, or be identical to, content generated for other Users;
• Outputs may contain synthetic elements, errors, hallucinations, inaccuracies, distortions, artefacts or unintended content;
• Outputs depicting people are synthetic and do not depict real testimonials, real customers or real experiences unless you supply them;
• Outputs are not guaranteed to comply with any legal, regulatory, ethical, advertising-standards or platform policy;
• the underlying models, their providers, quality and availability may change at any time without notice;
• MakeUGC does not provide legal, compliance, regulatory, advertising-standards or professional advice.

2.3 Responsibility and Compliance. You are solely responsible for the legal, regulatory, commercial and industry-specific compliance of your Inputs, your Outputs, your marketing claims, your advertising usage, your publication, distribution and commercial use of any Output, the accuracy of any statements made in or based on Output, the use of any Avatar or Voice, and your compliance with UK GDPR, GDPR, CCPA/CPRA, the UK CAP Code, the EU AI Act, the FTC Act and FTC Endorsement Guides, advertising laws, platform rules (including Meta, TikTok, YouTube, Google and Amazon advertising policies), consumer-protection laws and intellectual-property laws. Where law or platform policy requires disclosure that content is AI-generated, synthetic or not a real endorsement, you are solely responsible for making that disclosure.

2.4 Disclaimer. The Services are provided "as-is", "as-available" and "with all faults". MakeUGC disclaims all guarantees regarding accuracy or reliability of Outputs; commercial performance, ad results, return on ad spend or conversion; legal compliance; IP clearance; regulatory or platform approval; suitability for any particular use; and uninterrupted availability or uptime. You accept full responsibility for reviewing, verifying and validating Output before using it.

3. OWNERSHIP, LICENSING AND INTELLECTUAL PROPERTY RIGHTS

3.1 Ownership of Input. You retain all right, title and interest in your Input. By submitting Input, you grant MakeUGC a non-exclusive, worldwide, royalty-free, transferable, sublicensable licence to host, store, process, reproduce, analyse, transform, transmit and display the Input in order to: operate, maintain, secure and improve the Services; generate Output; train, fine-tune, evaluate and improve AI models and systems (subject to Section 3.6); comply with legal and regulatory obligations; and ensure security, fraud prevention and platform integrity. This licence ends upon deletion of the Input or closure of your Account, except (a) where retention is required for compliance, legal or security obligations, (b) for Input that is embodied in Output licensed to MakeUGC under Section 3.3, and (c) for de-identified or aggregated data, which MakeUGC may retain and use indefinitely.

3.2 Ownership and Assignment of Output.

(a) Ownership of Output. Subject to Sections 3.3 to 3.5, you own all right, title and interest in and to any Output generated through the Services, including after your Subscription ends, provided that you complied with these Terms and your fees were paid in full at the time the Output was generated. Output generated during an unpaid, abusive or fraudulent Trial, or during a period of non-payment or chargeback, is not assigned to you until all sums due are paid.

(b) Transfer of Intellectual Property Rights. MakeUGC assigns to you all copyright it holds in Output, including rights under the Copyright, Designs and Patents Act 1988 (UK), to the extent such rights subsist and are capable of assignment.

(c) Scope of Rights Granted. To the extent any rights are not assigned, you receive a perpetual, irrevocable, worldwide, royalty-free, assignable and sublicensable licence to use, reproduce, adapt, distribute, publicise, commercialise, modify and create derivative works from all Outputs, without obligation to attribute MakeUGC.

(d) Moral Rights. MakeUGC waives all moral rights in Output to the extent permitted by law.

(e) No Warranty of Ownership. Copyright may not subsist in purely AI-generated material in some jurisdictions. MakeUGC does not warrant that Output is protectable, registrable or exclusively yours.

3.3 Licence to MakeUGC in Output. Notwithstanding Section 3.2, you grant MakeUGC and its Affiliates a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable and sublicensable (through multiple tiers) licence to use, reproduce, store, display, perform, distribute, transmit, modify, adapt, translate, create derivative works from and otherwise exploit any Output generated through the Services, together with any Input embodied in such Output, for the following purposes:

• operating, maintaining, supporting, securing and improving the Services;
• training, fine-tuning, evaluating, benchmarking and improving MakeUGC's and its licensors' AI models, systems and datasets;
• marketing, advertising and promoting MakeUGC and the Services in any media, including displaying Output as examples, samples, templates, showcases, galleries, case studies, social media posts, paid advertisements and sales materials;
• making Output available to other Users as templates, inspiration, examples or stock assets;
• licensing Output, and datasets derived from Output, to third parties including AI model developers, research organisations and data partners;
• research, analytics, quality control, content moderation and compliance.

This licence survives termination of these Terms, deletion of Content and closure of your Account. You acknowledge that MakeUGC may have already incorporated Output into models, datasets or materials that cannot be reversed.

3.4 Brand Assets and Likeness. The licence in Section 3.3 does not grant MakeUGC rights to use your trademarks, logos, product names or the Likeness Material of real people in a manner that implies your endorsement of MakeUGC, except that MakeUGC may (a) display Output containing your brand assets as a factual example of work produced on the platform, and (b) identify you by name and logo as a customer. You may request removal of a specific Output from MakeUGC's public marketing materials by emailing help@makeugc.ai; MakeUGC will use reasonable efforts to comply within 30 days but is not obliged to recall materials already distributed.

3.5 Enterprise and Opt-Out. Users on an Enterprise plan or under a signed order form may negotiate a written exclusion from Section 3.3. No other opt-out from Section 3.3 is available. Any opt-out from model training is governed by the Privacy Policy and applies to Personal Data only.

3.6 Reservation of Company IP. MakeUGC retains all rights, title and interest in and to the Services and all related intellectual property, including proprietary algorithms, prompts and system instructions, training data (excluding your Input as provided), model weights, datasets, stock Avatars and Voices, templates, UI/UX, software, system architecture, trademarks, brand assets, API and MCP infrastructure, documentation and processes. No licences are granted except as explicitly stated. MakeUGC retains all rights in stock Avatars and Voices; your rights in Output featuring a stock Avatar or Voice are limited to the Output itself and do not extend to the Avatar or Voice as a standalone asset.

3.7 Third-Party Materials. Output may be influenced by public or licensed materials and produced by third-party models. MakeUGC does not verify the proprietary status of third-party elements, does not guarantee non-infringement and provides no warranty regarding your use of Output containing third-party influences. You are solely responsible for verifying rights before commercial use.

3.8 Feedback. Any suggestions, ideas, feature requests or feedback you provide become the property of MakeUGC and may be used without restriction or compensation.

4. AVATARS, VOICES, LIKENESS AND THIRD-PARTY RIGHTS

4.1 Your Warranties on Likeness Material. Whenever you upload Likeness Material or create a Custom Avatar or Custom Voice, you represent and warrant that: (a) you are the person depicted, or you hold a written, informed, revocable-only-by-you consent and release from every person depicted or recorded, covering synthetic reproduction, commercial advertising use, modification and worldwide distribution; (b) no depicted person is under 18; (c) the Likeness Material was lawfully obtained and does not infringe any privacy, publicity, personality, biometric, data-protection or intellectual-property right; and (d) you will produce evidence of such consent to MakeUGC within 48 hours of request.

4.2 Biometric and Special-Category Data. You acknowledge that creating a Custom Avatar or Custom Voice involves processing facial geometry and voiceprints, which may constitute biometric or special-category personal data under UK GDPR, GDPR, the Illinois Biometric Information Privacy Act and similar laws. You are the controller of that data and are responsible for obtaining any required consent and providing any required notices. MakeUGC processes it as your processor under the Data Processing Addendum.

4.3 Prohibited Likeness Uses. You must not create or use any Avatar or Voice to: impersonate a real person (including public figures, celebrities, politicians, executives or employees of any company) without documented consent; create deepfakes, non-consensual intimate imagery, or misleading political or election content; fabricate a testimonial, review or endorsement attributed to a real person; or depict a minor.

4.4 Stock Avatars and Voices. Stock Avatars and Voices are licensed to you solely as embedded in Output generated through the Services for lawful advertising and marketing. You may not extract, isolate, clone, re-train on, or redistribute a stock Avatar or Voice outside such Output, or use it to depict illegal, adult, political, religious, medical-claim or financial-advice content, or in any manner that may bring the underlying model or any real person into disrepute. MakeUGC may withdraw any stock Avatar or Voice at any time; previously generated Output remains usable.

4.5 MakeUGC Rights in Custom Avatars and Voices. You grant MakeUGC a licence to store, process and reproduce Custom Avatars and Custom Voices for the purposes in Sections 3.1 and 3.3, except that MakeUGC will not use a Custom Avatar or Custom Voice to generate new content for other Users or for MakeUGC's own marketing without your separate written consent.

4.6 Takedown. MakeUGC may, without liability, remove or disable any Avatar, Voice or Output upon receiving a credible complaint from a person claiming their likeness has been used without consent, and may disclose your Account details to that person or to law enforcement where legally permitted.

5. USER ACCOUNTS AND ELIGIBILITY

5.1 Eligibility. You must be at least 18 years old and have legal capacity to enter into these Terms. The Services are not available to anyone under 18. If we learn that an Account holder is under 18, we will terminate the Account.

5.2 Account Creation. You must provide accurate, complete and current information when registering and keep it updated. You may hold only one Account unless MakeUGC has approved additional Accounts in writing. You are solely responsible for safeguarding your login credentials, all activity occurring under your Account (including by team members and API keys), and notifying MakeUGC immediately of any unauthorised access.

5.3 Authorised Use. Accounts, Credits, API keys and login sessions may not be sold, shared, transferred, sublicensed, resold, pooled or accessed by unauthorised persons. Agencies may use the Services for clients only through seats or workspaces provided for that purpose. Violation may result in immediate suspension or termination without refund.

5.4 Verification. MakeUGC may require identity, business or payment verification at any time, including government ID, company registration documents or a video call, and may suspend an Account pending verification.

5.5 Team Members and Administrators. If your Account is linked to a business domain or organisation workspace, the organisation administrator may access, manage, suspend or delete your Account and its Content, and these Terms apply to each team member as a User.

6. FREE TRIALS, PROMOTIONAL ACCESS AND TRIAL ABUSE

6.1 Trial Terms. MakeUGC may offer Trials at its discretion. A Trial is a limited licence to evaluate the Services for the stated period and Credit allowance, for one person or business, once. Any fee paid for a Trial is non-refundable. Unless you cancel before the Trial ends, your Trial converts automatically into a paid Subscription at the standard price displayed at sign-up, and your payment method on file will be charged. MakeUGC may modify, limit or withdraw any Trial at any time and may deny Trial access to any person.

6.2 Trial Abuse. You agree that each of the following constitutes "Trial Abuse":

• creating or attempting to create more than one Trial Account, including through different email addresses, aliases, disposable or temporary email services, different payment methods, virtual cards, VPNs, different devices, or different business names, for substantially the same person or business;
• using a Trial after a prior Trial, Subscription or Account held by you or by any affiliated person, entity or client has been used, cancelled, refunded or terminated;
• using a Trial to generate Output for commercial deployment at a volume, scale or purpose inconsistent with evaluation, including generating Output for multiple clients or brands;
• cancelling a Trial and signing up again to obtain additional Trial Credits or periods;
• using stolen, unauthorised, prepaid, single-use or otherwise invalid payment details, or disputing or charging back a Trial fee;
• circumventing, or attempting to circumvent, any Trial limit, watermark, Credit cap, rate limit or feature restriction;
• using automation, scripts, bots or shared credentials to access a Trial;
• any other conduct that MakeUGC reasonably determines is intended to obtain the value of a paid Subscription without paying for it.

6.3 Consequences of Trial Abuse. If MakeUGC determines, acting reasonably and on the basis of Account, device, payment, usage or network data, that Trial Abuse has occurred, then in addition to any other remedy:

(a) Full-Price Charge. You agree that the Trial licence is void and that you shall pay, as the agreed price for the Services actually accessed and consumed and not as a penalty, the full standard monthly price of the highest Subscription tier whose features, models or Credit allowance you accessed during the abusive Trial (the "Applicable Plan"), for each Trial Account and each month or part-month in which such access occurred, less any Trial fee already paid. You authorise MakeUGC to charge this amount to any payment method associated with any of your Accounts, and acknowledge that this amount reflects a genuine pre-estimate of the value of Services obtained and MakeUGC's legitimate interest in protecting its Trial programme.

(b) Termination and Forfeiture. MakeUGC may immediately terminate all associated Accounts, revoke all Credits, delete all Content without notice, and withhold the assignment of Output under Section 3.2(a) until all sums due are paid.

(c) Recovery. Unpaid amounts are a debt due to MakeUGC, bear interest at 8% per annum above the Bank of England base rate from the date due, and may be referred to a collections agency; you will reimburse MakeUGC's reasonable collection and legal costs.

(d) Ban. MakeUGC may permanently refuse future Trials, Accounts or Subscriptions to you, your business and any affiliated person or entity, and may share fraud signals with its payment processors and fraud-prevention providers.

6.4 Dispute. You may dispute a Trial Abuse determination by emailing help@makeugc.ai within 7 days of notice with supporting evidence. MakeUGC's decision following such review is final.

6.5 Promotional Credits and Discounts. Promotional codes, referral credits, affiliate discounts and bonus Credits have no cash value, expire as stated (or 30 days if not stated), may be used once per person or business, and may be revoked for abuse on the same basis as Section 6.3.

7. ACCEPTABLE USE

You agree not to use the Services, or permit anyone to use the Services, to:

• (a) generate, upload or distribute unlawful, abusive, harmful, defamatory, harassing, obscene, pornographic, sexually explicit, discriminatory, hateful, violent or extremist material, or material that sexualises or endangers minors;
• (b) engage in fraud, impersonation, deception, scams, phishing, multi-level-marketing recruitment or misleading commercial practices, or create fake reviews, fake testimonials or fabricated endorsements presented as genuine;
• (c) infringe any third-party rights, including intellectual property, privacy, personality, likeness, publicity, biometric or confidentiality rights;
• (d) promote or advertise products or services that are illegal in the target market, or that are restricted without complying with the applicable rules (including weapons, tobacco, vaping, gambling, controlled substances, unlicensed financial products, unapproved pharmaceuticals, and unsubstantiated health or earnings claims);
• (e) bypass, disable, disrupt or interfere with security features, watermarks, rate limits, usage limitations or Credit accounting;
• (f) reverse-engineer, decompile, disassemble, scrape, crawl or extract source code, prompts, model weights, system instructions or datasets from the Services, or use the Services or Output to build, train or benchmark a competing product or AI model;
• (g) deploy Output in contexts where AI, synthetic-media or endorsement disclosure is legally or contractually required but omitted;
• (h) interfere with platform performance, security or integrity, introduce malware, or conduct penetration testing without written authorisation;
• (i) use automated means to access the Services except through the official API or MCP server within documented limits;
• (j) submit Input that you do not have permission or legal right to provide, including third-party personal data without a lawful basis;
• (k) generate political campaign, election, public-health, or news-style content that is misleading, or content that impersonates government, emergency services or platforms;
• (l) violate export controls, sanctions or government restrictions, or access the Services from a sanctioned territory;
• (m) resell, white-label or offer the Services as a service bureau without a written reseller agreement.

MakeUGC may monitor Content and usage, use automated classifiers and human review, and may refuse, filter, watermark, remove or report any Content. MakeUGC reserves the right to suspend, restrict or terminate access for violations, without refund, and to report unlawful activity to authorities.

8. BILLING, PAYMENT, REFUNDS AND CHARGEBACKS

8.1 Fees. Fees are displayed at purchase. By subscribing, you authorise MakeUGC and its payment processors (including Stripe) to charge your payment method on a recurring basis at the stated interval until cancelled, and to charge any additional usage, overage, add-on, Done-For-You or Trial Abuse amounts due under these Terms. You must maintain valid payment information at all times. Fees are stated in the currency displayed and are payable in that currency.

8.2 Taxes. Prices exclude VAT, GST, sales tax, withholding tax and any other applicable taxes unless stated. You are responsible for all applicable taxes, and where you are required to withhold tax, you will gross up the payment so that MakeUGC receives the full invoiced amount.

8.3 Failed Payments. If a payment fails, MakeUGC may retry the charge, suspend the Account, downgrade features, and revoke unused Credits until payment is received. Service suspension does not relieve you of the obligation to pay amounts due for the billing period.

8.4 Refunds. All payments are final and non-refundable except (a) as expressly provided in the Refund Policy, which is incorporated into these Terms, or (b) where a refund is required by law that cannot be excluded. Unused Credits, partial periods, downgrades and cancellations are not refunded. Where you are a consumer in the UK or EU, you acknowledge that by requesting immediate access to the Services and generating Output you expressly consent to performance beginning before the end of any 14-day cancellation period and acknowledge that you lose your right to cancel once performance has begun.

8.5 Chargebacks. Initiating a chargeback or payment dispute for a charge you authorised, or without first contacting help@makeugc.ai, is a breach of these Terms. MakeUGC may immediately suspend or terminate all associated Accounts, revoke Credits, delete Content, withhold the assignment of Output, re-bill the disputed amount, charge a dispute-handling fee of £25 per chargeback, pursue debt recovery and legal action, and share the dispute with fraud-prevention networks.

8.6 Price Adjustments. MakeUGC may adjust fees, Credit allocations, Credit costs per feature and plan features with at least 30 days' notice by email or in-product notice. Continued use after the effective date constitutes acceptance. Price changes do not apply retroactively.

8.7 Auto-Renewal and Cancellation. Subscriptions renew automatically for successive periods equal to the initial term unless cancelled via Account settings before the renewal date. Cancellation takes effect at the end of the current paid period; no pro-rata refund is given. Annual and multi-month plans paid in instalments are a commitment for the full term and the remaining instalments remain payable on cancellation.

8.8 Done-For-You and Custom Services. Managed, editing, creative, consulting and custom production services are invoiced per the applicable order form, are payable in advance unless stated, and are strictly non-refundable once work has commenced.

9. CREDITS, USAGE LIMITS AND FAIR USE

9.1 Credits. Credits are consumed at the rates displayed in the Services, which may vary by feature, model, resolution, duration and Avatar type and may change on 30 days' notice. Credits have no cash value, are non-transferable, cannot be exchanged for money, and expire at the end of the billing period in which they were allocated unless the plan expressly states that they roll over. Credits are deducted when a generation is requested; failed generations caused by MakeUGC system error are re-credited, while generations that complete but do not meet your expectations are not.

9.2 Fair Use. Plans described as "unlimited" or with high allowances are subject to fair use. MakeUGC may throttle, queue, rate-limit or suspend usage that materially exceeds typical usage for the plan, that is automated at scale, or that degrades the Services for other Users.

9.3 API and Integrations. Access through the API, MCP server, browser extension or third-party integrations (including Shopify) is subject to the published rate limits and documentation, may be metered separately, and may be withdrawn or changed at any time. API keys are confidential and you are responsible for all usage under them.

9.4 Storage and Retention. MakeUGC may limit the storage available to your Account and may delete Content from inactive Accounts (no login for 12 months), from cancelled Accounts after 30 days, and from terminated Accounts immediately. You are responsible for downloading and backing up Output.

10. TERMINATION AND SUSPENSION

10.1 User Termination. You may cancel at any time via Account settings. Cancellation is effective at the end of the current paid period.

10.2 Company Termination. MakeUGC may immediately suspend or terminate access, without notice or refund, if: you violate these Terms or any incorporated policy; you engage in Trial Abuse, chargebacks or non-payment; you create legal, regulatory, security or reputational risk for MakeUGC, its providers or other Users; fraudulent or abusive activity is detected or reasonably suspected; a third-party model provider or payment processor requires it; or required by law or regulation. MakeUGC may also terminate any Account for convenience on 30 days' notice, in which case prepaid fees for the unexpired period are refunded pro rata as your sole remedy.

10.3 Effect of Termination. On termination: your licence to use the Services ends immediately; all Credits are forfeited; MakeUGC may delete your Content after the retention period in Section 9.4; amounts owed become immediately due; and, except in cases of termination for breach, Trial Abuse or non-payment, your ownership of previously generated and fully paid Output is unaffected. MakeUGC's licence under Section 3.3 survives.

10.4 Survival. Sections 1, 3, 4.1, 4.2, 6.3, 8, 10, 12, 13, 14, 15, 16, 18, 19 and 20 survive termination.

11. SERVICE PERFORMANCE, BETA FEATURES AND THIRD-PARTY PROVIDERS

11.1 Availability. MakeUGC strives for reliability but does not guarantee uninterrupted access, error-free performance, continuous uptime, generation speed, or the absence of delays, outages, downtime or data loss. No service-level commitment applies unless set out in a signed Enterprise agreement. MakeUGC is not liable for interruptions caused by maintenance, hosting failures, internet outages, cyberattacks, third-party provider outages or Force Majeure Events.

11.2 Third-Party AI Providers. The Services rely on third-party foundation models, inference infrastructure and cloud services (including model providers such as fal.ai, Google, OpenAI, ElevenLabs, ByteDance, Alibaba and others as updated from time to time). MakeUGC may add, remove, substitute or change models and providers at any time. Output quality, style, safety filtering and feature availability may change accordingly. Input and Output may be transmitted to and processed by such providers under their terms, and you consent to such processing. MakeUGC is not responsible for the acts, omissions, policies, filtering decisions or outages of third-party providers.

11.3 Beta and Experimental Features. Features labelled beta, preview, experimental, early access or similar are provided for evaluation, may be withdrawn or changed without notice, may be subject to additional terms, are excluded from any warranty or service commitment, and may consume Credits.

11.4 Changes to the Services. MakeUGC may modify, add, remove or discontinue any feature, model, Avatar, Voice, template or integration at any time. Where a change materially reduces core functionality of a paid Subscription, your sole remedy is to cancel; no refund is due for the current period.

11.5 Third-Party Platforms. Publication of Output to Meta, TikTok, YouTube, Shopify, Amazon or any other platform is subject to that platform's terms and policies. MakeUGC does not guarantee that Output will be approved, remain live, or perform on any platform, and is not responsible for ad rejections, account restrictions or bans.

12. DATA PROTECTION AND PRIVACY

12.1 Compliance. MakeUGC processes personal data according to UK GDPR, GDPR (where applicable), the Data Protection Act 2018, CCPA/CPRA (where applicable) and other relevant privacy laws. The Privacy Policy and Data Processing Addendum form part of these Terms. Where you upload personal data of third parties (including Likeness Material, customer data or contact lists), you are the controller and MakeUGC is your processor under the Data Processing Addendum.

12.2 Cross-Border Transfers. Data transferred internationally uses lawful mechanisms including Standard Contractual Clauses, the UK International Data Transfer Agreement or Addendum, adequacy decisions, the UK and EU-US Data Privacy Frameworks where applicable, and lawful derogations where necessary. You acknowledge that MakeUGC's team and sub-processors operate from multiple countries, including the United Kingdom, the European Union, the United States, Israel, Vietnam, India, the Philippines and Cyprus.

12.3 Security Measures. MakeUGC implements technical and organisational measures appropriate to the risk, including encryption in transit and at rest, access controls, authentication requirements, logging, monitoring and breach-detection systems. No system is perfectly secure and you accept that risk.

12.4 User Obligations. You must ensure your Input complies with privacy laws, obtain all necessary consents and provide all necessary notices, not upload personal data without a lawful basis, not upload special-category data except as expressly permitted in Section 4.2, and comply with all data-protection requirements imposed by your jurisdiction.

12.5 Usage Data and Analytics. MakeUGC may collect, retain and use usage data, telemetry, performance data, Output metadata and, where you connect an ad account or share performance results, advertising performance data, in identifiable form to provide the Services and in de-identified or aggregated form for any purpose, indefinitely.

13. CONFIDENTIALITY AND PUBLICITY

13.1 MakeUGC Confidential Information. Non-public information about the Services, pricing not published on the website, roadmaps, security practices, model and provider details, and unreleased features are confidential. You will not disclose them to third parties or use them except to use the Services.

13.2 Your Information. MakeUGC will treat your unpublished Input as confidential and will not disclose it to third parties except as permitted by these Terms, the Privacy Policy, the Data Processing Addendum, Section 3.3, or as required by law.

13.3 Publicity. You grant MakeUGC the right to identify you and your business as a customer, including by name and logo, on the MakeUGC website, in sales materials, in investor and acquirer materials and in case studies, unless you opt out in writing at help@makeugc.ai.

14. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

14.1 No Warranties. The Services, Output, Avatars, Voices, templates and all related materials are provided "AS IS" and "AS AVAILABLE". MakeUGC expressly disclaims all warranties, whether express, implied, statutory or otherwise, including implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, accuracy, title, and any warranty arising from course of dealing or usage of trade. MakeUGC does not warrant that the Services will meet your requirements, that Output will achieve any advertising result, or that defects will be corrected.

14.2 Limitation of Liability. To the fullest extent permitted by law, MakeUGC's total aggregate liability to you for all claims arising under or related to these Terms, the Services or any Output, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, shall not exceed the greater of £100 or the total fees actually paid by you to MakeUGC in the twelve (12) months immediately preceding the event giving rise to the claim.

14.3 Exclusion of Damages. To the fullest extent permitted by law, MakeUGC shall not be liable for any indirect, consequential, special, incidental, exemplary or punitive damages, or for any loss of profits, revenue, business, anticipated savings, advertising spend, goodwill, reputation, data or Content, or for the cost of substitute services, platform account suspensions or bans, regulatory fines, or claims by your customers or clients, even if advised of the possibility.

14.4 Reliance on Outputs. You acknowledge that Outputs may contain factual inaccuracies, fabricated claims or bias. You agree not to rely solely upon Outputs for legal, financial, medical, health, safety or other critical purposes without independent verification, and that any claims made in advertising built from Output are your claims, not MakeUGC's.

14.5 Exceptions. Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law. Where you are a consumer, nothing in these Terms affects your statutory rights under the Consumer Rights Act 2015 or equivalent mandatory law.

14.6 Time Bar. Any claim against MakeUGC must be commenced within twelve (12) months of the event giving rise to it, failing which it is permanently barred, to the extent permitted by law.

14.7 Basis of Bargain. You acknowledge that the fees reflect the allocation of risk in this Section and that MakeUGC would not provide the Services on these terms without these limitations.

15. INDEMNIFICATION

You agree to indemnify, defend and hold harmless Cinnamon Technology Limited (trading as MakeUGC), its Affiliates, directors, officers, shareholders, employees, contractors, licensors, model providers, partners, vendors, agents, successors and assigns (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, suits, liabilities, losses, damages, penalties, regulatory actions, investigations, fines, settlements, judgments, costs or expenses (including reasonable legal fees and professional expenses) arising out of or relating to:

• (a) your use, publication, modification, distribution or reliance upon any Output, including claims alleging infringement, defamation, misrepresentation, false advertising, regulatory violation or consumer harm;
• (b) your Input, including unlawful, infringing or unauthorised data, materials, assets, Likeness Material or content submitted to the Services;
• (c) your breach of these Terms, any incorporated policy or any applicable law;
• (d) your infringement or alleged infringement of any third-party intellectual property right, privacy right, publicity right, biometric right, personality right or proprietary right, including any claim by a person depicted in a Custom Avatar or Custom Voice;
• (e) your advertising, marketing or commercial activities, including any claim relating to unsubstantiated claims, deceptive practices, consumer law breaches, undisclosed AI or endorsement content, or platform advertising violations;
• (f) your failure to comply with applicable data-protection or privacy laws, including failure to obtain required consents or provide legally mandated disclosures;
• (g) any negligent, reckless, fraudulent, malicious, misleading, harmful or unlawful act or omission by you or any person acting on your behalf, including Trial Abuse and chargeback fraud;
• (h) any Output provided to your employees, contractors, customers, clients or third parties, including disputes arising from reliance or usage;
• (i) any claim by a client or customer of yours relating to services you provide using the Services.

The Indemnified Parties may assume exclusive defence and control of any matter requiring indemnification, at your expense. You agree to cooperate fully with such defence and not to settle any claim without MakeUGC's prior written consent. Your indemnification obligations survive termination of these Terms.

16. DISPUTE RESOLUTION AND GOVERNING LAW

16.1 Governing Law. These Terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of England and Wales, without regard to principles of conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16.2 Informal Resolution. Before commencing any formal proceeding, you must send a written description of the dispute to help@makeugc.ai and engage in good-faith negotiation for at least 30 days.

16.3 Arbitration (Mandatory, Binding, Final). Any dispute, controversy or claim arising out of or relating to these Terms, the Services, Output, Content rights, Trials, billing or payments, account suspension or termination, or any relationship between you and MakeUGC, that is not resolved under Section 16.2, shall be exclusively resolved by binding arbitration administered by the London Court of International Arbitration (LCIA) under the LCIA Rules. The seat of arbitration shall be London, United Kingdom. The governing law shall be English law. The tribunal shall consist of one arbitrator. The language of the proceedings shall be English. The arbitrator's award shall be final, binding and enforceable in any competent jurisdiction. The arbitration and all related materials are confidential. You waive any right to litigate disputes in court, except as permitted in Sections 16.4 and 16.6.

16.4 Injunctive and Equitable Relief. Nothing in this Section prevents MakeUGC from seeking injunctions, temporary restraining orders, equitable relief, debt recovery or urgent court intervention in any jurisdiction to protect its intellectual property, confidential information, Service integrity, payment rights or enforcement rights.

16.5 Class Action Waiver. To the maximum extent permitted by law, no arbitration or legal action may be brought as a class action, collective action, private attorney-general action, representative action or mass action, and you expressly waive any right to bring or participate in such proceedings. Claims may be brought only in an individual capacity.

16.6 Consumers. If you are a consumer resident in the United Kingdom or the European Union, Sections 16.3 and 16.5 do not deprive you of the protection of mandatory consumer law of your country of residence, and you may bring proceedings in the courts of that country. EU consumers may also use the European Commission's online dispute resolution platform.

16.7 Costs. The prevailing party in any proceeding is entitled to recover its reasonable legal fees and costs. Where MakeUGC brings a claim to recover unpaid fees or Trial Abuse charges, you will reimburse all collection, legal and arbitration costs.

17. COPYRIGHT AND NOTICE PROCEDURE

If you believe material hosted, displayed or processed through the Services infringes your copyright, trademark, likeness or other protected rights, submit a written notice to help@makeugc.ai including: your full legal name, address, telephone number and email address; identification of the work or right allegedly infringed; identification of the allegedly infringing material, including specific URLs, timestamps or file names necessary to locate it; a statement, under penalty of perjury, that you have a good-faith belief the use is unauthorised; a statement that the information in the notice is accurate and that you are the rights holder or authorised to act on their behalf; and a physical or electronic signature.

MakeUGC will review valid notices and may remove or disable access to the material and notify the affected User, who may submit a counter-notice. MakeUGC may terminate Accounts of repeat infringers. Knowingly submitting false claims may result in account termination and legal liability.

18. FORCE MAJEURE

MakeUGC shall not be liable for any failure, delay, suspension, interruption or degradation of performance caused directly or indirectly by a Force Majeure Event, including natural disasters, pandemics, war, terrorism, civil unrest, cyberattacks, data breaches, government actions, sanctions, labour disputes, power outages, hosting failures, internet disruptions, failures of third-party infrastructure (AWS, Google Cloud, CDN networks) and withdrawal, outage, policy change or rate-limiting of any third-party AI model provider. During a Force Majeure Event, affected obligations are suspended, timelines are extended for its duration, and MakeUGC assumes no liability for losses, including data loss, interruption, corruption or delayed Output. Credits consumed during a Force Majeure Event are not refunded.

19. ASSIGNMENT AND SUCCESSORS

MakeUGC may assign, transfer, novate or delegate these Terms, and the licences granted to it (including under Section 3.3), in whole or in part, to any Affiliate, any entity acquiring MakeUGC's assets, shares or business, or any successor entity in a merger, restructuring or reorganisation, with or without notice and without your consent. You may not assign or transfer your rights or obligations under these Terms without prior written consent from MakeUGC; any unauthorised assignment is void. These Terms bind and benefit the parties' permitted successors and assigns.

20. CHANGES TO TERMS, SEVERABILITY, WAIVER, ENTIRE AGREEMENT AND NOTICES

20.1 Changes to Terms. MakeUGC may amend these Terms at any time by posting the revised Terms with a new Effective Date. Material changes will be notified by email or in-product notice at least 14 days before taking effect, except changes required by law, to address security or abuse, or to introduce new features, which take effect immediately. Continued use after the effective date constitutes acceptance. If you do not agree, your sole remedy is to stop using the Services and cancel before the change takes effect.

20.2 Severability. If any provision of these Terms is held invalid, illegal, void or unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable or, if that is not possible, severed, and all remaining provisions shall remain in full force and effect.

20.3 Waiver. No failure, delay or omission by MakeUGC to enforce any right, remedy, provision or condition shall be deemed a waiver. Any waiver must be explicit, in writing, and signed by an authorised representative of MakeUGC. A single waiver does not constitute a continuing waiver.

20.4 Entire Agreement. These Terms, together with the Privacy Policy, Data Processing Addendum, Refund Policy, Acceptable Use Policy, Terms of Service for Affiliates and any order form, constitute the entire agreement between you and MakeUGC regarding the Services and supersede all prior agreements, proposals, negotiations, communications, representations and understandings, whether written, oral or implied. You acknowledge that you have not relied on any representation not set out in these Terms. In case of conflict, a signed order form prevails over these Terms, and these Terms prevail over any other policy.

20.5 No Third-Party Rights. Except for the Indemnified Parties under Section 15, no person other than the parties has any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term.

20.6 Relationship. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, franchise or employment relationship.

20.7 Notices. Notices to MakeUGC must be sent in English to help@makeugc.ai or the registered office address below. Notices to you may be sent to the email address on your Account or by in-product notice and are deemed received 24 hours after sending.

20.8 Export and Sanctions. You represent that you are not located in, organised under the laws of, or ordinarily resident in a country or territory subject to comprehensive UK, EU or US sanctions, and are not a sanctioned person.

20.9 Language. These Terms are drafted in English. Any translation is for convenience only; the English version prevails.

21. CONTACT INFORMATION

For questions, notices, complaints or legal correspondence:

• Email: help@makeugc.ai
• Privacy and data protection: privacy@makeugc.ai
• Office address: Silverstream House, 45 Fitzroy Street, London, England, W1T 6EB, United Kingdom
• Company name: Cinnamon Technology Limited
• Company number: 15351712

All notices delivered to MakeUGC must be in English and must include accurate contact information for the sender.