Terms of Service

1. Introduction and Acceptance

Welcome to Ugency. These Terms of Service ("Terms") constitute a legally binding agreement between you and Ugency Ltd ("Ugency", "we", "us", or "our"), a company registered in England and Wales.

By accessing or using our platform, creating an account, or participating in contests, you agree to be bound by these Terms. If you do not agree, you must not use our services.

2. Description of Service

Ugency is an AI UGC (User-Generated Content) marketplace that connects brands with AI content creators through a contest-based model. Our platform enables:

• Brands to post creative briefs with prize pools and receive multiple content variations
• Creators to participate in contests, submit AI-generated content, and compete for prizes
• Performance tracking through live leaderboards and transparent metrics
• Secure payments via escrow for prize distribution

3. Eligibility

To use Ugency, you must:

• Be at least 18 years of age
• Have the legal capacity to enter into binding contracts
• Not be prohibited from using our services under applicable law
• Provide accurate and complete registration information

By creating an account, you represent and warrant that you meet these eligibility requirements.

4. Account Registration

You may register as either a Brand or a Creator. You are responsible for maintaining the confidentiality of your account credentials and for all activities under your account. You agree to:

• Provide accurate, current, and complete information
• Update your information to keep it accurate
• Notify us immediately of any unauthorized access
• Not share your account or transfer it to others

We reserve the right to suspend or terminate accounts that violate these Terms or engage in suspicious activity.

5. Creator Terms

As a Creator on Ugency, you agree to:

Content Creation: Submit only original AI-generated content that you have the right to create and distribute. You are responsible for ensuring your submissions comply with contest briefs and guidelines.

AI Disclosure: All content submitted must be AI-generated or AI-assisted. You must accurately represent the tools and methods used in content creation when required.

Social Media Integration: When connecting social accounts (Instagram, TikTok, etc.), you authorize us to retrieve public profile information and performance metrics. You must have authorization to connect any accounts you link.

Contest Participation: You may submit up to the maximum number of variations specified per contest. Submissions must be made within the contest window. Late submissions will not be accepted.

6. Brand Terms

As a Brand on Ugency, you agree to:

Contest Creation: Provide clear, accurate briefs with all necessary information for creators to produce suitable content. Include realistic timelines and fair prize structures.

Prize Funding: Deposit the full prize pool amount into escrow before the contest begins. Funds will be held securely until winner determination.

Winner Selection: Winners are determined based on the scoring criteria specified in the contest (performance metrics, brand selection, or hybrid). You agree to honor the contest terms and accept the results.

Content Usage: Upon prize distribution, you receive a license to use winning content as specified in the contest terms. Additional usage rights may require separate agreements with creators.

7. Content Ownership and Licensing

Creator Ownership: Creators retain ownership of their submitted content until and unless transferred through a contest win or separate agreement.

Platform License: By submitting content to Ugency, you grant us a non-exclusive, worldwide, royalty-free license to display, distribute, and promote your content on our platform and marketing materials.

Winning Content: When content wins a contest and the prize is paid, the brand receives a license as specified in the contest terms (typically a perpetual, worldwide license for commercial use). Specific terms are outlined in each contest brief.

Non-Winning Content: Submissions that do not win remain the creator's property. Creators may use such content freely, including for portfolio purposes.

8. Payments and Fees

Payment Processing: We use Stripe for card payments and support select cryptocurrency payments. By making payments, you agree to the respective payment processor's terms.

Escrow: Brand prize pools are held in escrow until contest completion. Prizes are distributed to winners within 7 business days of contest finalization.

Platform Fees: Ugency charges a service fee on transactions. Fee amounts are displayed before confirmation. We reserve the right to modify fees with 30 days notice.

Taxes: You are responsible for any taxes applicable to your payments or earnings. We may be required to collect tax information for compliance purposes.

Refunds: Brand deposits are refundable only if a contest is cancelled before the submission window opens. Once submissions begin, refunds are not available except in cases of platform error.

9. Prohibited Conduct

You agree not to:

• Submit content that infringes intellectual property rights
• Create content that is illegal, harmful, threatening, abusive, defamatory, or discriminatory
• Manipulate contest results through fake engagement, bot activity, or fraudulent metrics
• Create multiple accounts to circumvent rules or gain unfair advantage
• Use the platform for money laundering or other financial crimes
• Attempt to hack, disrupt, or reverse-engineer our platform
• Harass other users or engage in abusive behavior
• Misrepresent your identity, credentials, or content origins
• Share confidential brand briefs without authorization
• Circumvent the platform to make direct deals during active contests

10. AI-Generated Content Guidelines

As an AI UGC platform, we have specific requirements for AI-generated content:

• Content must not impersonate real individuals without their explicit consent
• Deepfakes or synthetic media of real people are prohibited unless authorized
• AI-generated content must comply with the terms of service of the AI tools used
• Content must not be designed to deceive viewers about its AI-generated nature when such disclosure is required by law or platform rules
• Creators must ensure they have proper licenses for any training data used

11. Intellectual Property

The Ugency platform, including its design, features, code, and content (excluding user submissions), is owned by Ugency Ltd and protected by intellectual property laws. You may not copy, modify, distribute, or create derivative works without our written permission.

"Ugency" and our logos are trademarks of Ugency Ltd. You may not use our trademarks without prior written consent.

12. Dispute Resolution

Contest Disputes: If you believe a contest result was incorrect due to platform error or fraud, you may submit a dispute within 7 days of results announcement. We will investigate and make a final determination.

General Disputes: We encourage you to contact us first to resolve any disputes. If we cannot resolve a dispute, it shall be subject to the exclusive jurisdiction of the courts of England and Wales.

13. Limitation of Liability

To the maximum extent permitted by law, Ugency shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or goodwill, arising from:

• Your use or inability to use our services
• Any content submitted by users
• Unauthorized access to your account
• Platform downtime or technical issues
• Actions of third parties on the platform

Our total liability for any claim shall not exceed the amount you paid to us in the 12 months preceding the claim.

14. Indemnification

You agree to indemnify and hold harmless Ugency, its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including legal fees) arising from your use of the platform, your content, or your violation of these Terms.

15. Termination

You may close your account at any time through your account settings. We may suspend or terminate your account for violations of these Terms, fraudulent activity, or extended inactivity.

Upon termination, your right to use the platform ceases immediately. Provisions regarding intellectual property, limitation of liability, and dispute resolution survive termination.

16. Modifications to Service

We reserve the right to modify, suspend, or discontinue any part of our service at any time. We will provide reasonable notice for material changes that affect active contests or account balances.

17. Changes to Terms

We may update these Terms from time to time. We will notify you of material changes by email or platform notification at least 30 days before they take effect. Your continued use after changes constitutes acceptance of the new Terms.

18. Governing Law

These Terms are governed by the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales, without regard to conflict of law principles.

19. Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

20. Contact Us

For questions about these Terms of Service, please contact us at [email protected]