TERMS OF SERVICE
Welcome to UGC Studio. These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and UGC Studio LLC, a New Mexico limited liability company ("UGC Studio," "we," "us," or "our"), governing your access to and use of the platform located at tryugcstudio.com and all related services (collectively, the "Platform").
By creating an account or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not use the Platform.
1. Definitions
"Account" means the registered profile created by a Client to access the Platform.
"Content" means any video, script, creative asset, or deliverable produced through the Platform.
"Credits" means the unit of value used on the Platform to purchase video production services. One (1) Credit equals one (1) UGC video.
"Creator" means an independent contractor engaged by UGC Studio to produce Content.
"Order" means a request submitted by a Client through the Platform for the production of one or more videos.
"Deliverables" means the final, approved Content delivered to the Client upon completion of an Order.
2. Eligibility and Account Registration
The Platform is available exclusively to businesses and their authorized representatives. By registering, you represent and warrant that: (a) you are at least 18 years old; (b) you have the authority to bind the entity you represent; and (c) all registration information you provide is accurate and complete.
You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. You must notify us immediately of any unauthorized access.
We reserve the right to suspend or terminate any account that violates these Terms or engages in fraudulent, abusive, or harmful conduct.
3. Services
UGC Studio provides a managed video production service that connects brands with Creators to produce user-generated content ("UGC") style videos. The Platform facilitates the entire production workflow, including briefing, script generation, production, editing, and delivery.
We reserve the right to modify, suspend, or discontinue any aspect of the Platform at any time, with or without notice. We will make commercially reasonable efforts to notify Clients of material changes.
4. Credits, Payments, and Pricing
4.1 Credit System
All services on the Platform are purchased using Credits. One (1) Credit equals one (1) UGC video. Credit packages and pricing are as quoted at the time of purchase or as set forth in a separate commercial agreement between you and UGC Studio.
4.2 Non-Refundable
All Credit purchases are final and non-refundable. Credits have no cash value and cannot be transferred, exchanged, or redeemed for cash.
4.3 Delivery Delay Compensation
If UGC Studio fails to deliver an Order within the agreed-upon timeline, the Client will receive a compensation of five (5) additional Credits, applied automatically to the Client's account. This compensation constitutes the Client's sole and exclusive remedy for delivery delays.
4.4 Taxes
All fees are exclusive of applicable taxes. You are responsible for any sales, use, VAT, or other taxes arising from your use of the Platform, except for taxes on UGC Studio's net income.
5. Order Process and Approval
Each Order follows a structured production workflow with two approval stages:
(a) Script Review: The Client reviews and approves the proposed script before production begins.
(b) Final Review: The Client reviews the completed video and may request reasonable revisions within the scope of the original brief.
Once a script is approved by the Client, the Order moves into production. Significant changes to the approved brief or script after approval may require additional Credits.
If a Client fails to respond to a review request within fifteen (15) calendar days, UGC Studio reserves the right to mark the Order as delivered and consider it complete.
6. Intellectual Property
6.1 Ownership of Deliverables
Upon full payment of the applicable Credits and final delivery, the Client receives full ownership and all intellectual property rights to the Deliverables, including the right to use, modify, reproduce, distribute, and display the Content for any lawful purpose.
6.2 Portfolio License
The Client grants UGC Studio a non-exclusive, royalty-free, worldwide license to use the Deliverables solely for UGC Studio's portfolio, marketing, and promotional purposes. If the Client wishes to opt out of this license, it must notify UGC Studio in writing prior to delivery.
6.3 Client Materials
You retain all rights to any materials you provide to UGC Studio (logos, product images, brand guidelines, etc.). You grant UGC Studio a limited license to use such materials solely for the purpose of fulfilling your Orders.
6.4 Platform IP
All rights in the Platform, including its technology, design, trademarks, and proprietary processes, remain the exclusive property of UGC Studio. Nothing in these Terms grants you any right to use UGC Studio's intellectual property beyond the scope expressly stated herein.
7. Acceptable Use
You agree not to: (a) use the Platform for any unlawful purpose; (b) submit content that infringes third-party rights, is defamatory, obscene, or harmful; (c) attempt to gain unauthorized access to the Platform or its systems; (d) reverse-engineer, scrape, or copy any part of the Platform; (e) resell or commercially exploit Platform access without authorization; or (f) interfere with the Platform's operation or other users' experience.
Violation of this section may result in immediate account termination without refund.
8. Privacy and Data Protection
8.1 Data Collection
We collect and process personal data as necessary to provide our services, including: account registration information (name, email, company), order and transaction history, usage data and analytics, and communications through the Platform.
8.2 Data Use
We use your data to: operate and improve the Platform, fulfill Orders, communicate with you about your account and Orders, comply with legal obligations, and protect our rights and the security of the Platform.
8.3 Data Sharing
We do not sell your personal data. We may share data with: Creators (limited to what is necessary to fulfill Orders), service providers acting on our behalf, and authorities when required by law.
8.4 Data Security
We implement commercially reasonable technical and organizational measures to protect your data. However, no system is completely secure, and we cannot guarantee absolute security.
8.5 Data Retention
We retain your data for as long as your account is active and for a reasonable period thereafter as necessary to comply with legal obligations, resolve disputes, and enforce our agreements.
9. Cookies and Tracking Technologies
The Platform uses cookies and similar technologies for authentication, session management, analytics, and functionality. By using the Platform, you consent to our use of cookies as described herein.
You may disable cookies in your browser settings, but doing so may limit Platform functionality.
10. Confidentiality
Each party agrees to maintain the confidentiality of any proprietary or non-public information received from the other party in connection with these Terms. This obligation survives termination of these Terms for a period of two (2) years.
Confidential information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed; or (d) is required to be disclosed by law.
11. Disclaimers
THE PLATFORM AND ALL SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
UGC Studio does not guarantee that Content will achieve any specific marketing results, engagement metrics, or business outcomes. We do not warrant that the Platform will be uninterrupted, error-free, or secure at all times.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UGC STUDIO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM.
UGC STUDIO'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT TO UGC STUDIO IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
13. Indemnification
You agree to indemnify, defend, and hold harmless UGC Studio, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Platform; (b) your breach of these Terms; (c) your violation of any applicable law; or (d) any content or materials you provide to UGC Studio that infringe third-party rights.
14. Termination
Either party may terminate these Terms at any time by providing written notice. Upon termination: (a) your access to the Platform will be revoked; (b) any unused Credits will be forfeited and are non-refundable; (c) Orders in progress at the time of termination will be completed and delivered, subject to available Credits.
Sections 6 (Intellectual Property), 10 (Confidentiality), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Indemnification), and 15 (Governing Law) shall survive termination.
15. Governing Law and Dispute Resolution
15.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of New Mexico, United States of America, without regard to its conflict of laws provisions.
15.2 Dispute Resolution
Any dispute arising out of or relating to these Terms shall first be attempted to be resolved through good-faith negotiation between the parties for a period of thirty (30) days. If the dispute cannot be resolved through negotiation, it shall be submitted to binding arbitration administered in accordance with the rules of the American Arbitration Association, with arbitration to take place in the State of New Mexico.
15.3 Waiver of Jury Trial
EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY DISPUTE ARISING UNDER THESE TERMS.
16. General Provisions
16.1 Entire Agreement
These Terms, together with any applicable commercial agreement or order form, constitute the entire agreement between you and UGC Studio with respect to the subject matter hereof and supersede all prior agreements, understandings, and representations.
16.2 Severability
If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
16.3 Waiver
No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision.
16.4 Assignment
You may not assign or transfer these Terms without our prior written consent. UGC Studio may assign these Terms without restriction.
16.5 Notices
All notices under these Terms shall be in writing and sent to the email address associated with your account or, in the case of UGC Studio, to the contact information provided on the Platform.
16.6 Force Majeure
UGC Studio shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including but not limited to natural disasters, pandemics, wars, government actions, or failures of third-party services.
16.7 Amendments
We reserve the right to modify these Terms at any time. Material changes will be communicated via the Platform or email. Continued use of the Platform after such notice constitutes acceptance of the modified Terms.
17. Contact Information
If you have any questions about these Terms, please contact us at:
UGC Studio LLC
Email: hello@tryugcstudio.com
Website: https://tryugcstudio.com