Terms of Service

Effective Date: November 17, 2025

1. DEFINITIONS

For the purposes of these Terms, the following definitions apply. These definitions are intended to be interpreted broadly and inclusively to cover all data, content, activity, and usage involving the Services:

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“Account” means a unique user profile registered to access the Services, including all associated credentials, permissions, billing information, usage history, and stored Content.

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“Input” means any data, content, files, text, audio, video, imagery, instructions, prompts, metadata, product information, advertising materials, brand assets, or other materials submitted, uploaded, imported, transmitted, or otherwise made available by the User to or through the Services, whether manually, programmatically, or automatically.

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“Output” means any and all AI-generated, AI-assisted, or algorithmically produced content, data, or materials returned, displayed, provided, or exported by the Services in response to Input, including but not limited to text, scripts, marketing briefs, copy, images, video, audio, metadata, creative concepts, or derivative results.

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“Content” collectively refers to Input and Output in any form, including any modifications, variations, derivatives, transformations, or reproductions thereof.

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“Subscription” means a paid, recurring membership or access tier granting time-limited access to specific features, allowances, models, functions, toolsets, usage limitations, billing terms, and service levels.

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“Affiliate” means any entity, organisation, or person that directly or indirectly controls, is controlled by, or is under common control with MakeUGC.

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“Force Majeure Event” means any event or circumstance beyond a Party’s reasonable control that prevents or delays performance, including but not limited to natural disasters, pandemics, epidemics, war, civil unrest, government restrictions, utility failures, telecommunications outages, cyberattacks, distributed denial-of-service attacks, labour disputes, strikes, or any

interruption of supply chains or hosting infrastructure.

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2. NATURE OF SERVICES AND LEGAL DISCLAIMER

2.1 Description.

MakeUGC provides an artificial-intelligence-powered software platform enabling Users to generate, edit, modify, analyze, manage, and deploy marketing content, user-generated content, visual media, scripts, audio, and related creative assets at scale.

The Services include automated tools, processing systems, algorithms, and generative models that operate without human review unless explicitly stated.

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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.
Outputs may resemble content generated for other Users.
Outputs may contain synthetic elements, errors, hallucinations, inaccuracies, distortions, or unintended content.
Outputs are not guaranteed to comply with any legal, regulatory, ethical, or platform standards.

MakeUGC does not provide legal, compliance, regulatory, or professional advice.

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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
your compliance with GDPR, UK GDPR, CCPA, advertising laws, platform rules, consumer-protection laws, and IP laws.

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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 or ad results
legal compliance
IP clearance
regulatory approval
suitability for any particular use
uninterrupted availability or uptime

You accept full responsibility for verifying and validating Output before using it.

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3. OWNERSHIP, LICENSING, AND INTELLECTUALPROPERTY 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, analyze, transform, and transmit the Input
operate, maintain, and improve the Services
comply with legal and regulatory obligations
ensure security, fraud prevention, and platform integrity

This licence ends upon deletion of the Input or closure of your Account, except where retention is required for compliance, legal, or security obligations.

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3.2 Ownership and Assignment of Output.

(a) Ownership Conditioned on an Active Subscription

You own all rights in Output generated while your Subscription is active, subject to your

compliance with these Terms.

(b) Transfer of Intellectual Property Rights

MakeUGC assigns all copyrights in Output to you, including rights under the Copyright, Designs

and Patents Act 1988 (UK).

(c) Scope of Rights Granted

You receive a perpetual, irrevocable, worldwide, royalty-free, assignable, and sublicensable licence to:

use
reproduce
adapt
distribute
publicise
commercialise
modify
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.

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3.3 Reservation of Company IP.

MakeUGC retains all rights, including but not limited to:

proprietary algorithms
training data (excluding your Input)
model weights
datasets
UI/UX
system architecture
trademarks, brand assets
API infrastructure
documentation and processes

No licences are granted except as explicitly stated.

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3.4 Third-Party Materials.

Output may be influenced by public or licensed materials.

MakeUGC:

does not verify the proprietary status of third-party elements
does not guarantee non-infringement
provides no warranty regarding your use of Output containing third-party influences

You are solely responsible for verifying rights before commercial use.

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4. USER ACCOUNTS AND ELIGIBILITY

4.1 Eligibility.

Users must be at least 13 years old.

Users under 18 must obtain parental or guardian consent.

You affirm you have legal capacity to enter into these Terms.

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4.2 Account Creation.

You must provide accurate, complete, and current information when registering.

You are solely responsible for:

safeguarding your login credentials
all activity occurring under your Account
notifying MakeUGC of unauthorized access

4.3 Authorized Use.

Accounts may not be:

sold
shared
transferred
sublicensed
accessed by unauthorized persons

Violation may result in immediate suspension or termination.

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5. ACCEPTABLE USE

You agree not to use the Services to:

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(a) generate, upload, or distribute unlawful, abusive, harmful, defamatory, harassing, obscene, pornographic, discriminatory, or violent material

(b) engage in fraud, impersonation, deception, or misleading commercial practices

(d) bypass, disable, disrupt, or interfere with security or usage limitations

(e) reverse-engineer, decompile, or extract source code from the Services

(f) deploy Output in contexts where AI-disclosure is legally required but omitted

(g) interfere with platform performance, security, or integrity

(h) misuse the Services for automated scraping, botting, or unauthorized data extraction

(i) submit Input that you do not have permission or legal right to provide

(j) violate export controls, sanctions, or government restrictions

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MakeUGC reserves the right to suspend, restrict, or terminate access for violations.

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6. BILLING, PAYMENT, AND REFUNDS

6.1 Fees.

Fees are clearly displayed at purchase. By subscribing, you authorize recurring billing until cancelled.

You agree to maintain valid payment information at all times.

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6.2 Taxes.

Prices exclude VAT or applicable taxes unless stated. You are responsible for all applicable taxes.

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6.3 Refunds and Chargebacks.

Payments are non-refundable except where required by law.

Unauthorized chargebacks may result in:

account suspension
debt recovery procedures
legal action
collection fees

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6.4 Price Adjustments.

MakeUGC may adjust fees with 30 days’ advance notice. Continued use constitutes acceptance.

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7. TERMINATION AND SUSPENSION

7.1 User Termination.

You may cancel at any time via Account settings.

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7.2 Company Termination.

MakeUGC may immediately suspend or terminate access if:

you violate these Terms
you create legal or reputational risk
fraudulent or abusive activity is detected
required by law or regulation

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7.3 Effect of Termination.

Termination does not affect your ownership rights to previously generated Output.

Sections 3, 8, 9, 10, 11, and 12 survive termination.

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8. SERVICE PERFORMANCE AND AVAILABILITY

MakeUGC strives for reliability but does not guarantee:

uninterrupted access
error-free performance
continuous uptime
absence of delays, outages, downtime, or data loss

MakeUGC is not liable for interruptions caused by:

maintenance
hosting failures
internet outages
cyberattacks
Force Majeure Events

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9. DATA PROTECTION AND PRIVACY

9.1 Compliance.

MakeUGC processes personal data according to:

UK GDPR
GDPR (where applicable)
Data Protection Act 2018
other relevant privacy laws

The Privacy Policy and Data Processing Addendum form part of these Terms.

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9.2 Cross-Border Transfers.

Data transferred internationally uses lawful mechanisms such as:

Standard Contractual Clauses (SCCs)
The UK International Data Transfer Agreement (IDTA)
Adequacy decisions
Lawful derogations where necessary

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9.3 Security Measures.

MakeUGC implements technical and organizational measures, including:

encryption
access controls
network segmentation
authentication requirements
monitoring and auditing
breach detection systems

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9.4 User Obligations.

You must:

ensure your Input complies with privacy laws
obtain all necessary consents
not upload personal data without lawful basis
comply with all data-protection requirements imposed by your jurisdiction

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10. DISCLAIMER OF WARRANTIES AND LIMITATION OFLIABILITY

10.1 No Warranties.

The Services are provided “AS IS” and “AS AVAILABLE.” MakeUGC expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

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10.2 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 shall not exceed the greater of £100 GBP or the total fees paid by you to MakeUGC during the preceding twelve (12) months.

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10.3 Exclusion of Damages.

MakeUGC shall not be liable for any indirect, consequential, special, exemplary, or punitive damages, including loss of profits, data, or goodwill.

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10.4 Reliance on Outputs.

You acknowledge that Outputs may contain factual inaccuracies or bias. You agree not to rely solely upon Outputs for legal, financial, medical, or other critical purposes without independent verification.

11. INDEMNIFICATION

(Fully Expanded)

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You agree to indemnify, defend, and hold harmless Make Media Limited (trading as MakeUGC), its Affiliates, directors, officers, employees, contractors, licensors, 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:

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(a) Your use, publication, modification, distribution, or reliance upon any Output, including claims alleging infringement, defamation, misrepresentation, regulatory violation, or consumer harm;

(b) Your Input, including unlawful, infringing, or unauthorized data, materials, assets, or content submitted to the Services;

(d) Your infringement or alleged infringement of any third-party intellectual property right, privacy right, publicity right, or proprietary right;

(e) Your advertising, marketing, or commercial activities, including any claims relating to unsubstantiated claims, deceptive practices, consumer law breaches, 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;

(h) Any Output provided to your employees, contractors, customers, clients, or third parties, including disputes arising from reliance or usage.

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The Indemnified Parties may assume exclusive defence and control of any matter requiring indemnification. You agree to cooperate fully with such defence.

Your indemnification obligations survive termination of these Terms.

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12. DISPUTE RESOLUTION AND GOVERNING LAW

(Fully Expanded & Strengthened)

12.1 Governing Law.

These Terms, and any dispute or claim arising out of or in connection with them (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.

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12.2 Arbitration (Mandatory, Binding, Final).

Any dispute, controversy, or claim arising out of or relating to:

these Terms,
the Services,
Output,
Content rights,
billing or payments,
account suspension or termination,
or any relationship between you and MakeUGC,

shall be exclusively resolved by binding arbitration administered by the London Court of International Arbitration (LCIA).

The seat of arbitration shall be London, United Kingdom.
The governing law shall be English law.
The arbitration shall be conducted by one (1) arbitrator appointed under the LCIA Rules.
The language of the proceedings shall be English.
The arbitrator’s award shall be final, binding, and enforceable in any competent jurisdiction.

You waive any right to litigate disputes in court, except for actions seeking injunctive relief as permitted below.

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12.3 Injunctive and Equitable Relief

Nothing in this section shall prevent MakeUGC from seeking:

injunctions,
temporary restraining orders,
equitable relief,
or urgent court intervention,

in any jurisdiction to protect its intellectual property, confidential information, Service integrity, or enforcement rights.

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12.4 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.
You expressly waive any right to bring or participate in such proceedings.

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13. COPYRIGHT AND NOTICE PROCEDURE

If you believe material hosted, displayed, or processed through the Services infringes your copyright or other protected rights, you must submit a written notice to help@makeugc.ai including all of the following:

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Your full legal name, address, telephone number, and email address;
Identification of the copyrighted work or rights allegedly infringed;
Identification of the allegedly infringing material, including specific URLs, timestamps, or file names necessary for MakeUGC to locate the material;
A statement, under penalty of perjury, that you have a good-faith belief the use of the material is unauthorized;
A statement confirming the information in the notice is accurate and that you are the rights holder or authorized to act on their behalf;
A physical or electronic signature of the copyright owner or authorized agent.

MakeUGC will review valid notices and take appropriate action, which may include removing or disabling access to the allegedly infringing material. MakeUGC may notify the User whose content is affected.

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Knowingly submitting false infringement claims may result in account termination and legal

liability.

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14. 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 but not limited to:

natural disasters, floods, fires, storms, earthquakes
pandemics, epidemics, public health emergencies
war, terrorism, civil unrest, insurrection
cyberattacks, DDoS attacks, data breaches, system compromise
government actions, sanctions, embargoes, enforcement orders
labour disputes, strikes, shortages, or supply-chain failures
power outages, hosting failures, utility breakdowns, or internet disruptions
failures of third-party infrastructure (AWS, Google Cloud, CDN networks, etc.)

During a Force Majeure Event:

obligations affected are suspended
timelines are extended for the duration of the event
MakeUGC assumes no liability for losses, including data loss, interruption, corruption, or delayed Output

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15. ASSIGNMENT AND SUCCESSORS

MakeUGC may assign, transfer, novate, or delegate these Terms, in whole or in part, to:

any Affiliate,
any entity acquiring MakeUGC’s assets, shares, or business,
any successor entity in a merger, restructuring, or reorganisation.

Such assignment may occur with or without notice, and without requiring your consent.

You may not assign or transfer your rights or obligations under these Terms without prior written consent from MakeUGC.

Any unauthorised assignment by the User is void.

These Terms bind and benefit the parties’ permitted successors and assigns.

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16. 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;
if modification is not possible, the provision shall be severed;
all remaining provisions shall remain in full force and effect and shall be interpreted to best achieve the intent of the original Terms.

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17. WAIVER

No failure, delay, or omission by MakeUGC to enforce any right, remedy, provision, or condition under these Terms shall be deemed a waiver of such right or remedy.

Any waiver must be:

explicit
in writing,
and signed by an authorized representative of MakeUGC.

A single waiver does not constitute a continuing or future waiver of any other provision.

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18. ENTIRE AGREEMENT

These Terms, together with any policies expressly incorporated by reference (including the Privacy Policy, Data Processing Addendum, and Acceptable Use Policy), constitute the entire agreement between you and MakeUGC regarding the Services.

These Terms supersede all prior:

agreements,
proposals,
negotiations,
communications,
representations,
and understandings,

whether written, oral, or implied.

No amendment or modification is binding unless:

provided by MakeUGC, or
expressly agreed in a signed writing by MakeUGC.

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19. CONTACT INFORMATION

For questions, notices, complaints, or legal correspondence, you may contact MakeUGC at:

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📧 Email: help@makeugc.ai

📍 Office Address: Silverstream House, 45 Fitzroy Street, London, England, W1T 6EB

🏢 Company Name: Make Media Limited

📄 Company Number: 15632662

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All notices delivered to MakeUGC must be in English and must include accurate contact

information for the sender.

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