Terms of Service

In these Terms, the words and expressions below have the meanings given to them. Other capitalized terms are defined where they first appear.

“Account” means the account associated with a single email address that you use to log in to the Service, whether as a brand, customer, creator or affiliate.

“Affiliate Program” means the UGCStars referral program, and “Affiliate Terms” means the separate Affiliate Terms that govern it.

“Applicable Law” means all laws, statutes, regulations, rules, codes, court orders and binding regulatory guidance that apply to you, to us or to the relevant activity, including laws on consumer protection, data protection and privacy, electronic marketing, advertising and endorsement disclosure, sanctions and taxation.

“Brand” means any person, company, agency or other organization that uses the Service to find, evaluate or contact Creators or to submit a Brief, whether or not it has purchased Annual Access, and includes its employees, contractors and agents when they use the Service on its behalf.

“Brief” means a description of a collaboration opportunity submitted to us by a Brand, including through the Post a Free Brief form, and “Casting Call” means a Brief that we have reviewed and published to Creators, on the Service or by email.

“Chargeback” has the meaning given in Section 11.1.

“Contact Details” means the information we make available only to holders of Annual Access, including a Creator’s business email address, social profile links and Sample Works, together with any other information we designate as available only to paying customers.

“Creator” means an individual who has applied to be listed on, is listed on, or has a profile on the Service, including a profile that was imported or created from publicly available information and has not yet been claimed.

“Creator Content” means all information and material that a Creator submits to or makes available through the Service, including their name, profile photo, description, attributes, rates, social handles, portfolio links and Sample Works.

“Database” means the UGCStars collection of Creator profiles and related data, including its selection, arrangement, structure, categories, filters, search results, statistics and rate data, in every form in which it is made available, in whole or in part.

“Annual Access” means the license to use the paid features of the Service described in Section 6, granted to the purchasing Account for a yearly fee, for one year from the date of the Order and for each further year for which it renews under Section 8.8 (each a “Subscription Year”). Unless these Terms say otherwise, references to Annual Access include Legacy Lifetime Access, as defined in Section 6.6.

“Order” means each purchase you make through the checkout on the Service, and “Order Confirmation” means the confirmation and receipt we send to the email address used for the Order.

“Permitted Purpose” has the meaning given in Section 13.1.

“Sample Work” means a link to, or an embed of, a video, photograph or other content that a Creator presents as an example of their work, including on TikTok, Instagram Reels or YouTube Shorts.

“User Content” means Creator Content, Briefs, applications, messages, feedback and any other material that any user submits to the Service.

“you” and “your” mean the person accessing or using the Service and, where that person uses the Service on behalf of an organization, that organization as well.

In these Terms: (a) headings are for convenience only and do not affect interpretation; (b) the words “including”, “include”, “in particular” and “for example” are illustrative and do not limit the general words that precede them; (c) the singular includes the plural and the plural includes the singular; (d) a reference to a “person” includes an individual, company, partnership, agency, trust or other organization; (e) “writing” and “written” include email; (f) a reference to a Section is to a section of these Terms; and (g) a reference to any law includes that law as amended, extended, consolidated or replaced from time to time.

UGCStars operates an online database and discovery service through which Brands can search for, evaluate and contact independent user-generated content creators, and through which Creators can present their work and learn about collaboration opportunities. We review creator applications, organize Creator information into searchable profiles, publish Casting Calls, and provide related tools, templates, rate information and educational resources.

UGCStars is a directory and introduction service only. We are not a party to any agreement, negotiation, collaboration, license, payment or other arrangement between a Brand and a Creator, and we do not act as an agent, broker, employer, staffing provider, talent agency, employment agency, manager, escrow agent or payment intermediary for either of them. We do not procure, offer, promise or attempt to procure engagements or employment for Creators, and we do not negotiate rates or terms on anyone’s behalf. Section 19 describes the relationship between Brands and Creators in more detail.

We do not charge Creators any fee, and we take no commission on any collaboration between a Brand and a Creator. Brands pay a yearly fee for Annual Access. Searching the Database, viewing Creator profiles to the extent they are publicly available and posting a Brief are free.

The following documents form part of your agreement with us and are incorporated into these Terms by reference: (a) our Privacy Policy, which explains how we collect, use and share personal information; (b) our Cookie Policy; (c) the Affiliate Terms, if you take part in the Affiliate Program; (d) any Order Confirmation; and (e) any additional terms we present to you for a specific feature or promotion, which you accept when you use that feature or promotion. If there is a conflict between these documents, the following order of precedence applies, unless a document expressly says otherwise: the Affiliate Terms, for matters relating to the Affiliate Program only; then these Terms; then any feature or promotion terms; then the Order Confirmation.

These Terms are written in English. Any translation we provide is for convenience only, and the English version prevails if there is any inconsistency.

We recommend that you print or save a copy of these Terms for your records. The version that applies to an Order is the version published on the Service when you complete that Order, and we keep a record of each version and of the period in which it was in force.

You must be at least eighteen (18) years old, and of legal age to form a binding contract where you live, to create an Account, submit a creator application, post a Brief, purchase Annual Access or join the Affiliate Program. The Service is not directed at children, and we will remove any profile or Account that we believe belongs to a person under eighteen.

The Service is designed for professional and business use. Brands use it to source content for their business, and Creators use it to offer their services as independent businesses. If you purchase Annual Access, you represent that you are purchasing it for the purposes of your trade, business, craft or profession, unless you tell us otherwise in writing before you purchase. Nothing in these Terms excludes any right you have as a consumer under Applicable Law that cannot lawfully be excluded.

If you use the Service on behalf of a company, agency or other organization, you represent and warrant that you have authority to bind that organization to these Terms, and your acceptance of these Terms is acceptance by that organization. In that case, you and the organization are jointly and severally responsible for compliance with these Terms, and any Order you place is placed on behalf of the organization.

You may not use the Service if: (a) we have previously suspended or terminated your Account, profile or Annual Access, unless we have agreed in writing that you may return; (b) you are located in, or ordinarily resident in, a country or territory subject to comprehensive sanctions, or you are a person described in Section 31; or (c) your use of the Service would breach Applicable Law.

You represent and warrant that all information you provide to us, including in your Account, Orders, applications and Briefs, is true, accurate, current and complete, and you agree to update it promptly if it changes.

The Service uses passwordless login. When you enter your email address, we send a one-time login link to that address. Anyone who can open emails sent to that address can log in to your Account, so control of the email address is the key to your Account. You are responsible for keeping your email account secure, including by using a strong password and multi-factor authentication with your email provider, and you are responsible for every action taken through your Account, whether or not you authorized it, until you notify us of unauthorized use in accordance with Section 4.3.

Login links are personal, time-limited and intended for a single use. You must not forward, share or publish a login link, or allow any other person to use one. You must not use a shared, group or role mailbox to give more than one individual access to an Account that is licensed to one individual.

You must notify us immediately at security@ugcstars.com or through our contact form if you believe that your Account, your email account or a login link has been accessed or used without your authorization. We may suspend the Account while we investigate, and we may ask you to verify your identity before restoring access.

Each Account is personal to one individual. You must not create an Account using false information, impersonate any person, create more than one creator profile for the same individual, or create a new Account after we have suspended or terminated a previous one.

We record login events, including the date, time, IP address and device information associated with each request for and use of a login link. You agree that these records, which we keep in accordance with our Privacy Policy, are evidence of access to and use of your Account and may be relied on by us, including in connection with any payment dispute under Section 11.

We may, at our discretion and without liability, refuse to create an Account, require additional verification, limit the number of login links that can be requested in a given period, or suspend an Account where we reasonably suspect misuse, fraud, a security risk or a breach of these Terms.

Without purchasing Annual Access, anyone may search the Database, apply filters, open Creator profiles to the extent we make them publicly available, view the database statistics, the UGC rate index and our other resources, post a free Brief and, if eligible, apply to join as a Creator or to join the Affiliate Program.

Free features are provided as a courtesy, without charge and without any commitment that they will remain available. We may change, limit, add or withdraw any free feature, or make it available only to holders of Annual Access, at any time and without notice.

The fact that a feature is free does not affect the restrictions in Sections 13 and 14, which apply to every user of the Service, whether or not they have paid.

Annual Access is a non-exclusive, non-transferable, non-sublicensable and revocable license, granted to the purchasing Account, to use the paid features of the Service for your internal business purposes, subject to these Terms. At the date of these Terms, the paid features consist of: (a) access to Contact Details on Creator profiles, as each Creator permits them to be shown; (b) the ability to view Sample Works, where they are available; (c) saved creators, shortlists, saved searches and search alerts; (d) the member template library; and (e) Creator profiles added to the Database during your Subscription Year, on the same basis. The description of Annual Access shown at checkout at the time of your Order forms part of these Terms.

Annual Access lasts for one Subscription Year and renews automatically under Section 8.8 until you turn off renewal under Section 8.9. When renewal is off, Annual Access continues until the end of the Subscription Year already paid for, and then ends. It may end earlier under Section 10.6, Section 11, Section 27 or another provision of these Terms. It does not mean that any particular Creator, feature, filter, integration or piece of information will remain available for any period.

You acknowledge that the content of the Database changes continuously and is not wholly within our control. Creators may at any time edit their profiles, change their rates, hide their profile from Brands, withdraw permission to show their Contact Details or delete their profile, and we may decline, suspend, archive or remove profiles under Section 15. Accordingly, we do not promise or guarantee: (a) the number of Creators in the Database at any time, or in any niche, country, language or demographic; (b) that any Creator will be available, will respond to you, will accept your proposal or will work at the rates shown; (c) that any Creator’s Contact Details will be shown, current or deliverable; (d) the accuracy or completeness of the information Creators provide about themselves; or (e) any outcome, result, sales or return on investment from any collaboration.

Annual Access is licensed to one individual, being the person who controls the email address used for the Order. It may not be shared with, transferred to or used by any other person, including colleagues, clients, contractors or affiliated companies, and it may not be resold, rented, pooled or used as part of a service you provide to third parties. There are no team or multi-user seats. If more than one individual in your organization needs access, each of them must purchase Annual Access with their own email address.

You may ask us to change the email address associated with your Annual Access, for example if you leave an organization or change domains. We may agree at our discretion, subject to verification, and we may refuse a change that we reasonably believe would result in sharing or transfer of access contrary to Section 6.4.

If you purchased lifetime access on a previous version of the UGCStars website, your access carries over to the Service as “Legacy Lifetime Access”, and you can log in with the email address you used for that purchase. Legacy Lifetime Access includes the same paid features as Annual Access. It does not renew and is not charged again, and it continues for as long as we operate the Database and make it available to customers, unless it ends earlier under Section 10.6, Section 11, Section 27 or another provision of these Terms. From the date you first log in to the Service after these Terms take effect, or thirty (30) days after we notify you of these Terms by email, whichever is earlier, your access is governed by these Terms, which replace any earlier terms to the extent permitted by Applicable Law.

We continuously develop the Service, and we may add, change, improve, replace or remove features, filters, designs, integrations and tools, including paid features, at any time. For as long as we operate the Database, we will not remove the ability of holders of Annual Access to search the Database and to view the Contact Details that Creators have permitted to be shown, except as these Terms allow. No change to the Service entitles you to a refund, credit or compensation, unless Applicable Law requires otherwise.

We may decide to permanently discontinue the Database or the Service. If we do so other than because of circumstances outside our reasonable control, we will give holders of Annual Access at least sixty (60) days’ notice by email to the address associated with their Account. Annual Access ends when the Service is discontinued, and we will refund the unused part of the current Subscription Year’s fee, calculated by day. Legacy Lifetime Access also ends when the Service is discontinued. To the maximum extent permitted by Applicable Law, no other refund, credit or compensation is payable as a result of discontinuation, and holders of Legacy Lifetime Access acknowledge that its one-time price reflected the possibility that the Service may not continue indefinitely.

Annual Access does not include, and you are not entitled to, any application programming interface, bulk export, data feed, download of the Database or any part of it, white-label use, or any right to integrate the Database into another product, unless we agree otherwise in a separate written agreement signed by us.

We may set reasonable limits on the use of paid features, including the number of profiles that can be opened, the Contact Details that can be viewed or copied, the searches that can be saved and the alerts that can be created in a given period. Limits are designed to protect Creators and the Database from scraping and misuse, and are set at levels intended not to affect ordinary, individual use. Any reference in our marketing to “unlimited” access is subject to these limits and to Sections 13 and 14.

Saved creators, shortlists, saved searches and other information you store in your Account are provided for your convenience. We take reasonable steps to preserve them, but you are responsible for keeping your own records, and we are not liable for any loss of saved information. When Annual Access ends, we keep your saved creators, shortlists and saved searches for twelve (12) months, and we restore them if you buy Annual Access again with the same email address within that period. After that, we may delete them.

We make it possible to evaluate the Database before you pay. Before completing an Order, you can search the Database, apply filters, open Creator profiles to the extent they are publicly available, view the database statistics and the UGC rate index, read these Terms and contact us with any questions.

By completing an Order, you confirm that: (a) you had a reasonable opportunity to evaluate the Service before purchasing, and you purchased on the basis of your own evaluation; (b) you have read the description of Annual Access shown at checkout and in Section 6, and you understand what it includes and what it does not include; (c) you are not relying on any statement, representation, assurance or promise, whether made in marketing materials, on social media, by an affiliate, by a Creator or otherwise, that is not set out in these Terms or in the checkout description; and (d) you understand that marketing descriptions, example profiles, sample images, figures, case studies and illustrations on the Service are general in nature and do not form part of the specification of Annual Access.

Affiliates who promote UGCStars are independent third parties. They are not our agents, they are not authorized to make any promise or representation on our behalf, and we are not responsible for anything an affiliate says about the Service.

Nothing in this Section 7 limits or excludes our liability for fraudulent misrepresentation.

The price of Annual Access is the price displayed at checkout when you complete your Order. At the date of these Terms, the standard price is US$245 per Subscription Year, charged at the start of each Subscription Year. We may change prices, and run promotions, at any time. A price change does not affect a Subscription Year already paid for. If we change the standard price, the new price applies from your next renewal, and we will tell you at least thirty (30) days before that renewal. You are not entitled to any refund, credit or price adjustment if we reduce the price or offer a promotion after a payment.

Prices are stated in US dollars. Where we are required by Applicable Law to collect sales tax, value added tax, goods and services tax or a similar tax, we will add it at checkout and show it before you pay. You are responsible for any other taxes, duties and levies that apply to your purchase, and for any currency conversion charges, foreign transaction fees and bank charges imposed by your card issuer or bank, which do not form part of our price and are not refundable by us.

Payments are processed by our third-party payment processor, Stripe, which may apply its own terms and privacy policy. We do not store full payment card numbers. By submitting payment details, you: (a) represent and warrant that you are the holder of the payment card or account, or are expressly authorized by the holder to use it for the Order; (b) authorize us and our payment processor to charge the total shown at checkout to that payment method and, until you turn off renewal, to charge the renewal price at the start of each Subscription Year to that payment method or to updated card details provided by your card issuer; and (c) agree to provide accurate and complete billing information.

The charge will appear on your card or bank statement under the descriptor UGCSTARS.COM or a similar descriptor identifying UGCStars. If you do not recognize a charge, please check your Order Confirmation and contact us before you contact your card issuer.

An Order is complete, and the contract for Annual Access is formed, when your payment is authorized and we either display a confirmation that your access is active or send your Order Confirmation, whichever happens first. The Order Confirmation, which serves as your receipt, is sent to the email address used for the Order. If you need an invoice showing your company name, enter it at checkout or contact us within thirty (30) days of the Order.

We may refuse or cancel any Order before access is provided, including where: (a) the price or description shown was the result of an obvious error; (b) the payment is declined, reversed or flagged as potentially fraudulent; (c) we are unable to verify the information provided; or (d) the Order would breach these Terms or Applicable Law. If we cancel an Order after you have been charged, we will refund the amount charged, and the license will not be granted or, if granted, will end.

If you enter an email address at checkout that already has Annual Access, we will tell you so and offer to send a login link instead of taking payment. If you nevertheless complete a duplicate purchase for the same individual, the duplicate charge is eligible for a refund under Section 10.4(a).

Annual Access renews automatically at the end of each Subscription Year for a further Subscription Year, at the standard price in force on the renewal date, unless renewal has been turned off before that date. We will email you a reminder before each renewal, stating the renewal date, the amount and how to turn off renewal. Each renewal is a new payment and is confirmed by a new Order Confirmation.

You can turn off renewal at any time in Account and billing, or by contacting us through our contact form. Turning off renewal takes effect at the end of the current Subscription Year: Annual Access continues until then and nothing further is charged. Turning off renewal does not entitle you to a refund for the current Subscription Year. You can turn renewal back on at any time before the Subscription Year ends.

If a renewal payment fails, we may retry it and ask you to update your payment details. If the payment has not succeeded within fourteen (14) days of the renewal date, renewal is turned off and Annual Access ends at the end of that period.

We may offer promotional codes or discounts from time to time. Each code is subject to the conditions shown with it or at checkout and, unless those conditions say otherwise: (a) a code is valid only during its promotion period and until any redemption limit is reached; (b) only one code may be used per Order, and codes cannot be combined with each other or with other offers; (c) a code has no cash value, cannot be exchanged, and cannot be applied after an Order is completed or used to obtain a partial refund of an Order already paid; (d) a code may be used only by the persons for whom it was intended; (e) a code applies only to the first Subscription Year of an Order, and renewals are charged at the standard price; and (f) we may withdraw, cancel or refuse a code at any time, including where we reasonably believe it was obtained or used fraudulently, in breach of its conditions or through unauthorized distribution.

The discount from a valid code is shown at checkout before you pay. If a code is not accepted, it is because it has expired, has reached its limit or is not valid for your Order, and we are not obliged to honor it.

Codes and links issued to members of the Affiliate Program may give the buyer a discount on the first Subscription Year. An affiliate cannot use their own code or link to obtain a discount or commission on their own purchase, and checkout will not apply an affiliate’s discount to the email address associated with that affiliate’s account. If you buy through an affiliate link or with an affiliate code, the affiliate is credited with the referral as described in the Affiliate Terms and our Privacy Policy.

If an Order that used a promotional or affiliate code is refunded, reversed or charged back, any discount, commission or other benefit associated with it is cancelled, and we may recover any commission already paid in accordance with the Affiliate Terms.

Annual Access is digital content and a digital service supplied immediately. Access is activated as soon as your payment is authorized, and Contact Details become visible on Creator profiles straight away. By completing an Order, you expressly request that we begin supplying Annual Access immediately, before the end of any statutory cancellation or withdrawal period that might otherwise apply, and we confirm that request in your Order Confirmation. The same applies to each renewal: access for the new Subscription Year continues without interruption from the renewal date.

If you are a consumer resident in the United Kingdom, the European Economic Area, Switzerland or another jurisdiction that gives consumers a right to withdraw from a distance contract for digital content, you acknowledge that, because you have requested immediate supply and supply begins when your payment is authorized, you lose any right of withdrawal or cancellation once access has been activated, to the extent permitted by Applicable Law. This acknowledgment is a condition of our agreement to supply Annual Access immediately.

Except as set out in Section 10.4, or where Applicable Law requires otherwise, all payments for Annual Access, including renewal payments, are final and non-refundable, in whole or in part, once access has been activated. Without limitation, no refund will be given because: (a) you have changed your mind or no longer need the Service; (b) the Database does not contain as many Creators as you expected in a particular niche, country, language or demographic; (c) Creators do not reply to you, decline your proposal or quote rates different from those shown; (d) a Creator has hidden or deleted their profile, or withdrawn permission to show Contact Details, after your purchase; (e) you have not used, or have used only part of, the Service; (f) a promotion or lower price became available after your Order; (g) a feature has been changed or replaced in accordance with Section 6.7; (h) your Account has been suspended or terminated for breach of these Terms; or (i) you did not turn off renewal before the renewal date.

We will refund the amount you paid, to the original payment method, in the following circumstances only: (a) you were charged more than once for Annual Access for the same individual; (b) a technical failure on our side prevents your Account from being granted Annual Access, you notify us of it, and we have not resolved it within ten (10) business days of your notice; (c) we confirm, after investigation under Section 11.9, that the charge was made without the authorization of the cardholder; or (d) a refund is required by Applicable Law. To request a refund under this Section 10.4, you must contact us through our contact form, choosing the Billing topic, or at billing@ugcstars.com, within thirty (30) days of the date of the charge, giving the email address used for the Order and the details of the issue. We may ask for any further information reasonably necessary to investigate your request.

Any refund we give outside the circumstances in Section 10.4 is a goodwill gesture made at our sole discretion. It is not an admission of liability, it does not create any precedent or obligation to give a refund in any other case, and it may be made subject to conditions.

When a refund is issued for any reason, the license granted with Annual Access ends immediately, your Account reverts to free features, and you must stop using and permanently delete all Contact Details and other information obtained through paid features, except for correspondence already exchanged with a Creator who has chosen to work with you. Any promotional or affiliate benefit associated with the Order is cancelled in accordance with Section 9.4.

Refunds are issued in the currency of, and to the payment method used for, the Order. We are not responsible for any difference in amount caused by currency conversion, or for fees charged by your bank or card issuer. A refund may take up to ten (10) business days, or longer depending on your card issuer, to appear on your statement.

Most of the Creator Hub is free. Some items in it, such as packs of practice briefs, editing presets or a profile review, are sold separately for a one-off payment (“Hub Purchases”). The price, the contents and the format of each Hub Purchase are shown on its page before you buy. A Hub Purchase is a one-off payment, does not renew and does not include Annual Access. Digital Hub Purchases are licensed to you for your own use as a creator, and you may not share, resell or publish the files themselves. Sections 8 and 11 apply to Hub Purchases in the same way as they apply to Annual Access.

Hub Purchases that are digital content, such as briefs, presets and templates, are supplied immediately: the item opens to you as soon as your payment is authorized. By completing the purchase, you expressly request immediate supply. If you are a consumer with a right of withdrawal of the kind described in Section 10.2, you acknowledge that you lose that right once the item has opened to you, to the extent permitted by Applicable Law. We confirm your request and acknowledgment in your Order Confirmation.

Hub Purchases that are services, such as a profile review, begin when you ask us to start and give us what we need to perform them. If you are a consumer with a right to cancel a distance contract for services, you may cancel within fourteen (14) days of the purchase. If you asked us to start within that period and then cancel, we will refund the price less a proportionate amount for the work already done. Your right to cancel ends once we have delivered the completed service, if you asked us to start within the cancellation period and acknowledged that you would lose the right when the service was complete.

Except as set out in Sections 10.10 and 10.12, or where Applicable Law requires otherwise, payments for Hub Purchases are final and non-refundable once the item has opened to you or the service has been delivered. The examples in Section 10.3 of reasons that do not give rise to a refund apply to Hub Purchases where relevant.

We will refund a Hub Purchase, to the original payment method, in the following circumstances only: (a) you were charged more than once for the same item; (b) a technical failure on our side prevents the item from opening or downloading, you notify us of it, and we have not resolved it within ten (10) business days of your notice; (c) the item is materially different from the description on its page; or (d) a refund is required by Applicable Law. To request a refund, contact us through our contact form, choosing the Billing topic, or at billing@ugcstars.com, within thirty (30) days of the date of the charge. When we refund a digital Hub Purchase, your license to it ends and you must delete any copies you have downloaded. Sections 10.5 and 10.7 also apply to refunds of Hub Purchases.

This Section 11 applies whenever you, or anyone acting on your behalf, asks a bank, card issuer, payment service or payment network to reverse, recall, dispute or charge back a payment made to UGCStars (a “Chargeback”). It is intended to make sure that billing issues are resolved quickly and fairly, and to protect UGCStars, our Creators and our customers from the cost of unfounded disputes.

You agree that, before initiating any Chargeback, you will first contact us through our contact form, choosing the Billing topic, or at billing@ugcstars.com, explain the issue and give us at least fifteen (15) business days to investigate and resolve it. Most billing questions, including unrecognized charges, duplicate charges and access problems, can be resolved directly and more quickly than through a Chargeback. Nothing in this Section 11.2 prevents you from reporting a transaction to your card issuer immediately if you believe that your card has been lost, stolen or used without your authorization.

You acknowledge that Annual Access is delivered and activated immediately upon payment. A Chargeback for a payment that you, or a person you authorized, made for Annual Access that was delivered in accordance with these Terms, other than a Chargeback that Applicable Law entitles you to make and that cannot be excluded, is a material breach of these Terms. This includes a Chargeback filed on the grounds that the purchase was not recognized, not authorized, not received or not as described, where that is not the case.

You agree that we may contest any Chargeback and that, for that purpose, we may provide our payment processor, the relevant card network and your card issuer or bank with any information reasonably necessary to show that the payment was authorized and that Annual Access was described accurately and delivered, including: (a) the Order details, the Order Confirmation and the description of Annual Access shown at checkout; (b) the record of your acceptance of these Terms, including the version accepted and the time of acceptance; (c) the IP address, approximate location and device and browser information associated with the Order and with later logins; (d) the dates and times of requests for and uses of login links; (e) records of your use of paid features, such as the Creator profiles you opened while Contact Details were displayed, contact actions such as copying an email address or opening an email link, the shortlists and searches you saved and the templates you downloaded; and (f) correspondence between you and us. Our Privacy Policy explains this processing. We do not include Creators’ personal information in a dispute submission beyond what is strictly necessary to show that paid features were used.

When we receive notice of a Chargeback, we may immediately suspend your Account, your Annual Access and any Affiliate Program account you hold, pending the outcome. We will preserve your saved creators, shortlists and saved searches during the suspension, except where Section 11.6 applies.

If the Chargeback is decided in your favor, or the payment is otherwise reversed and the funds are returned to you, the license granted with Annual Access terminates permanently on the date of the reversal, we may close your Account, and Section 10.6 applies as though a refund had been issued. If the Chargeback is decided in our favor, we may, at our discretion, restore your Annual Access once all amounts owed to us under this Section 11 have been paid.

To the extent permitted by Applicable Law and the rules of the relevant card network, if you initiate a Chargeback in breach of Section 11.2 or Section 11.3, you agree to reimburse us for: (a) any dispute, chargeback, retrieval or similar fees charged to us by our payment processor or bank in connection with it; (b) the amount reversed, where the Chargeback was decided in your favor but you remain liable under these Terms to pay for the Annual Access you received; and (c) our reasonable costs of recovering those amounts, including reasonable collection agency fees and attorneys’ fees.

Any amount you owe us under this Section 11 is a debt due immediately. We may: (a) set off that amount against any amount we owe you, including commissions under the Affiliate Program; (b) refer the debt to a collection agency, which may contact you; (c) notify our payment processor, and the fraud prevention tools it operates, of the Chargeback, in accordance with our Privacy Policy; and (d) refuse to accept further Orders from you, or from any person, organization, email address, email domain, payment instrument or device that we reasonably associate with you.

If you believe that your payment card or account was used to purchase Annual Access without your authorization, please contact us immediately. We will investigate promptly, and you agree to cooperate with our reasonable requests for information. If we confirm that the charge was not authorized by the cardholder, we will refund it in accordance with Section 10.4(c) and close the associated Account. A refund under this Section 11.9 is the full extent of our obligation for an unauthorized charge, except where Applicable Law requires otherwise.

If you initiated a Chargeback by mistake, or we have resolved the underlying issue, you agree to withdraw the Chargeback with your card issuer or bank promptly when we ask, and to give us confirmation that you have done so. If you do not withdraw it and the funds are returned to you in addition to a refund we have already given, you must repay the duplicated amount to us immediately.

Nothing in this Section 11 prevents you from exercising any right you have under Applicable Law or the rules of your card network to dispute a transaction, and this Section will not be applied in any way that Applicable Law does not permit. It sets out the contractual consequences that apply between you and us where a Chargeback is made in breach of these Terms.

We and our payment processor use automated and manual checks to detect and prevent fraud, payment abuse, scraping, account sharing and other misuse of the Service. These checks may consider information such as your payment details, billing address, IP address and approximate location, device and browser information, email address and domain, Order history and patterns of use.

We may, before or after activating Annual Access, ask you to verify your identity, your authority to use a payment method, your organization or your intended use of the Service, including by confirming details from your business email address or by providing reasonable supporting information. We may delay, limit or withhold access until verification is complete, and we may cancel and refund an Order under Section 8.6 if verification is not completed to our reasonable satisfaction within a reasonable time.

We may refuse service to, and block, any person, organization, email address, email domain, payment instrument or device that we reasonably associate with fraud, with a Chargeback made in breach of Section 11, with a previous termination for breach or with an attempt to circumvent these Terms.

No decision we take under this Section 12 entitles you to compensation, but if we cancel an Order that you have paid for, we will refund it in accordance with Section 8.6.

This Section 13 applies to Brands and to anyone else who views Creator profiles or Contact Details. Creators list themselves on UGCStars to be considered for genuine content collaborations. You may use Creator information, including Contact Details, only to identify, evaluate and contact Creators individually about a genuine, specific, paid or gifted content collaboration, casting opportunity or license of content that you, or the Brand you represent, are offering (the “Permitted Purpose”).

When you contact a Creator, you must: (a) contact each Creator individually, with a message relevant to that Creator and to the opportunity; (b) identify yourself and the Brand you represent truthfully; (c) describe the opportunity, the deliverables, the compensation, the usage rights sought and any exclusivity honestly and accurately; (d) honor any request by a Creator not to be contacted again, promptly and permanently; and (e) comply with all Applicable Law on electronic communications, privacy and data protection, including, where applicable, the CAN-SPAM Act, Canada’s Anti-Spam Legislation, the UK Privacy and Electronic Communications Regulations and the UK and EU General Data Protection Regulation.

You must not use Creator information: (a) to send bulk, automated or unsolicited marketing, newsletters or promotional messages, or to add any Creator to a mailing list, sales sequence or advertising audience without their consent; (b) to recruit Creators into multi-level marketing, pyramid, pay-to-play, follower-buying or similar schemes, or to request any payment, fee, deposit or purchase from a Creator as a condition of an opportunity; (c) to harass, threaten, stalk, discriminate against or abuse any person; (d) to make inferences about, or to target Creators on the basis of, any characteristic protected by Applicable Law, except where a genuine casting requirement makes a particular characteristic necessary and that use is lawful; (e) to build, enrich or verify any other database, list, directory, lead source or data product; (f) for any purpose connected with credit, insurance, employment screening, tenancy or similar eligibility decisions; or (g) for any purpose that is unlawful, deceptive or inconsistent with the reasonable expectations of a Creator who has listed themselves for collaborations.

When you obtain a Creator’s personal information through the Service, you become responsible for it as an independent controller, or as a business, under Applicable Law. You must have a lawful basis for your use of it, provide any privacy information that Applicable Law requires, keep it secure, retain it only for as long as necessary for the Permitted Purpose, and respond to any request from the Creator to access, correct or delete it. UGCStars is not responsible for your processing of Creator information after you have obtained it.

We may monitor use of the Service, investigate reports from Creators and take action under Section 27 if we believe that Creator information has been used outside the Permitted Purpose. You agree to cooperate with any investigation and to provide, on request, reasonable information about how you have used Creator information.

The Database represents a substantial investment by UGCStars in obtaining, verifying, organizing and presenting Creator information, and it is protected by copyright in compilations, database rights where they exist, trade secret law, contract and other laws. You agree not to, and not to permit, assist or encourage any other person to: (a) use any robot, spider, scraper, crawler, headless browser, browser extension, script or other automated or manual means to access, copy, extract, index, monitor or collect any part of the Service or the Database, except that general-purpose search engines may index public pages in accordance with our robots.txt file; (b) copy, download, export, store, compile, print, reproduce, republish, distribute, display, sell, license, rent, lease or otherwise make available the Database or any substantial part of it, or repeatedly and systematically extract or re-use insubstantial parts of it; (c) use the Database, any part of it or any output derived from it to train, fine-tune, test, evaluate, ground or improve any machine learning or artificial intelligence model or system, or to provide retrieval or answers through such a system; (d) build, operate or contribute to any product or service that competes with UGCStars or substitutes for any part of the Service; (e) share, sell, transfer or lend your Account, login links or Annual Access, or access the Service through another person’s Account; (f) circumvent, disable or interfere with any paywall, access control, rate limit, usage limit, watermark, security feature or other technical measure, including by creating multiple free Accounts; (g) frame, mirror or embed any part of the Service in another website or application; (h) decompile, disassemble, reverse engineer or attempt to discover the source code, structure or underlying data of the Service, except to the extent that Applicable Law expressly permits this despite this restriction; (i) probe, scan or test the vulnerability of the Service, or breach any security or authentication measure; (j) introduce any virus, malware or other harmful code, or overload, flood or disrupt the Service or its infrastructure; (k) submit false, misleading, infringing, defamatory, obscene or unlawful content, impersonate any person or misrepresent your affiliation with any person; (l) use the Service to send spam, or to collect information about users for any purpose these Terms do not permit; (m) remove, alter or obscure any proprietary notice; (n) use the Service in breach of Applicable Law or of the rights of any person; or (o) attempt to do any of these things.

We use technical and organizational measures to detect misuse of the Database. These may include usage limits, monitoring of access patterns and unique or traceable records that allow us to identify the source of copied information. You agree that information about your use of the Service, including information produced by those measures, may be used as evidence of a breach of this Section 14.

You acknowledge that a breach of Section 13 or this Section 14 would cause UGCStars and its Creators irreparable harm for which damages alone would not be an adequate remedy. In addition to any other remedy, we are entitled to seek injunctive or other equitable relief to prevent or stop any actual or threatened breach, without having to prove actual damage and, to the extent permitted by Applicable Law, without posting a bond or other security. We may also recover the damages we suffer, an account of any profits made from the breach and our reasonable costs of enforcement, including reasonable attorneys’ fees.

Any breach of Section 13 or this Section 14 entitles us to suspend or terminate your Account and Annual Access immediately and without refund, in addition to our other rights.

This Section 15 applies to Creators. Joining UGCStars is free. We do not charge Creators to apply, to be listed, to receive opportunities or to update their profile, and we take no commission on any collaboration. You keep all amounts you agree with Brands.

To apply, you complete our application form and confirm your email address using the link we send you. You must provide true, accurate and current information about yourself, including your name, country, birth year, gender, languages, social accounts, interests, content types, the attributes Brands search for, such as skin type, pets and children, and your starting rate. Attributes must describe you and your household accurately when you provide them, and you must update them when they change. If you indicate that you are expecting a child, you may add an expected month and year, and we will ask you to update your profile after that date.

We review every application. We may approve, decline, request changes to, suspend or remove any application or profile at our sole discretion, including where information is incomplete, inaccurate, unverifiable or out of date, where links are broken, where there are not enough examples of user-generated content work, where we suspect fake engagement or impersonation, or where we believe a listing would harm Brands, other Creators or UGCStars. We are not required to give reasons for a decision, although we usually do. Approval of a profile is not an endorsement or certification of the Creator.

Your profile is published on the Service when we approve it. Unless you hide your profile, the information on it is visible to anyone using the Service, may appear in search results, on niche, country and showcase pages and in our promotion of the Service, and may be indexed by search engines. Your business email address, social profile links and Sample Works are shown only to holders of Annual Access, in accordance with your settings. Our Privacy Policy explains in detail what is visible and to whom.

You can edit your profile, hide it from Brands or delete it at any time from your account. While your profile is hidden, Brands cannot find or open it and you will not receive opportunity emails. You acknowledge that Brands who viewed your Contact Details before you hid or deleted your profile may have kept them, and that we cannot recall information already viewed, although those Brands remain bound by Section 13.

You are responsible for keeping your profile current. We send reminders to update your profile at least every six (6) months, and we may archive, hide or remove a profile that is not updated, whose links no longer work, whose email address bounces, or that otherwise appears inactive or inaccurate. We may run automated checks to identify broken portfolio links, invalid social links, missing information and email delivery failures.

We decide, at our discretion, how profiles are ranked, ordered, filtered, labeled and featured on the Service. Ranking may take into account factors such as the completeness of a profile, the number of verified Sample Works, recent activity and relevance to a search, and we may change those factors at any time. Creators cannot pay for ranking or placement. Any label or badge, such as “Verified”, means only that we have completed the specific checks described on the Service when the label is applied. It is not a guarantee of identity, quality, reliability or conduct.

As a Creator, you represent, warrant and agree that: (a) you are at least eighteen (18) years old and are the person described in your profile; (b) you will not create more than one profile; (c) your follower figures, engagement, rates and other information are accurate and are not inflated by purchased followers, engagement groups or other artificial means; (d) you are an independent business, solely responsible for your own work, taxes, insurance, registrations and compliance; (e) you will comply with Applicable Law and with the rules of every platform you use, including requirements to disclose paid or gifted partnerships, such as the FTC Endorsement Guides in the United States, the CAP Code in the United Kingdom and the branded content tools of the platforms you publish on; and (f) you will deal honestly and professionally with the Brands you meet through the Service.

Opportunity emails, which tell you about Casting Calls that match your profile, are optional and are sent only if you choose to receive them. An opportunity email is not an offer of work, and we do not guarantee that you will receive any particular number of opportunities, or any opportunities at all.

Some profiles on the Service were created from records held on a previous version of the UGCStars website, from applications submitted to us, or from publicly available professional information about a creator. These profiles are marked as unclaimed until the Creator claims them.

If a profile describes you, you may claim it by verifying your identity using one of the methods we offer, such as entering a code sent to the email address on the profile or adding a code we provide to the bio of a social account linked to the profile. Once you claim a profile, it becomes your profile, and these Terms apply to it as if you had applied. You may also ask us to remove an unclaimed profile that describes you, and we will do so in accordance with our Privacy Policy.

You must not claim, or attempt to claim, a profile that does not describe you, or interfere with another person’s attempt to claim their profile. We may ask for further verification, refuse a claim, or reverse a claim that we believe was made improperly.

Anyone may nominate a creator for an invitation to join UGCStars by submitting the creator’s public social profile link and, optionally, other details. If you nominate a creator, you represent that you have a legitimate reason to do so, that the information you provide is accurate, and that you will provide an email address only if the creator has shared it with you. We decide whether to contact a nominated creator, and we will not contact anyone who has asked us not to.

As between you and UGCStars, you keep ownership of your Creator Content and of any intellectual property rights in it. We do not claim ownership of your Sample Works.

You grant UGCStars a worldwide, non-exclusive, royalty-free and fully paid license, with the right to sublicense to our service providers solely to operate the Service, to host, store, copy, reproduce, format, adapt for display, translate, display, embed, link to, distribute and make available your Creator Content, including your name, image, likeness, handles, description, attributes, rates and Sample Works, for the purposes of: (a) operating, displaying and improving the Service, including search results, profile pages, niche and country pages and the showcase; (b) showing your profile and Contact Details to Brands in accordance with your settings; (c) matching you with Casting Calls; (d) creating aggregated, de-identified statistics, such as the database statistics and the UGC rate index, that do not identify you; and (e) promoting the Service, including on our website, in emails, in presentations and on our social media accounts. You may ask us at any time to stop using your Creator Content in new promotional materials under paragraph (e), and we will do so within a reasonable time.

The license in Section 17.2 continues for as long as your Creator Content is on the Service and ends within a reasonable time after you delete it, except that: (a) aggregated, de-identified statistics may be retained; (b) copies may remain in backups for a limited period before they are overwritten; and (c) promotional materials published or distributed before your request need not be withdrawn.

You represent and warrant that: (a) you own, or have obtained all rights, licenses, consents and permissions necessary to grant, the license in Section 17.2; (b) where a Sample Work was made for a client, you have the client’s permission to show it as an example of your work, and showing it does not breach any confidentiality, exclusivity or usage restriction; (c) every person who appears in a Sample Work, or whose voice, likeness or property is featured in it, has given any consent required by Applicable Law, including the consent of a parent or guardian for any minor; and (d) your Creator Content does not infringe or violate the intellectual property, privacy, publicity or other rights of any person, and is not false, misleading, defamatory, obscene or unlawful.

To the extent permitted by Applicable Law, you waive, and agree not to assert against UGCStars or its service providers, any moral rights or similar rights you have in your Creator Content in relation to the uses permitted by Section 17.2, such as the right to be identified in a particular way or to object to changes in format for display.

We review Sample Works before they appear on your profile, and we may decline, remove or stop displaying any Creator Content at any time, including after receiving a complaint, without liability to you.

Any Brand may submit a Brief without creating an Account or making a purchase. By submitting a Brief, you represent and warrant that: (a) you are authorized to act for the Brand named in it; (b) the Brief describes a genuine opportunity that you intend to fill; (c) the description of the product, deliverables, timeline, usage rights and compensation, including whether the opportunity is paid, gifted or both, is accurate and not misleading; (d) the opportunity does not require Creators to pay any fee, deposit or purchase price, or to buy the product other than as a disclosed gifted product; (e) the product, the content requested and any criteria for Creators comply with Applicable Law, including advertising, consumer protection and anti-discrimination laws; and (f) the Brief does not concern adult, sexual, illegal or unsafe content or products, or any other category we do not accept.

We review every Brief before publishing it. We may edit a Brief for clarity, length, format or compliance, ask for more information, decline it, or unpublish or close a Casting Call at any time, at our discretion and without giving reasons. Publication of a Casting Call is not an endorsement of the Brand or of the opportunity.

When we publish a Casting Call, we may show it on the Service and send it to Creators whose profiles match its criteria and who have chosen to receive opportunity emails. By submitting a Brief, you agree that we may share its contents, the Brand name and the contact details you provide in it with Creators, so that interested Creators can apply or contact you directly. We do not guarantee any number, quality or suitability of applications or responses.

When a Creator applies to a Casting Call, we share their profile and any message they include with the Brand that submitted the Brief, and we may tell the Creator that their application has been sent. Creators must apply only to Casting Calls for which they meet the stated criteria and which they intend to pursue in good faith.

Each Brand is solely responsible for evaluating applicants, for its choice of Creators, for the terms it agrees with them and for its conduct towards them. A Brand that receives applications must use the information it receives only for the Permitted Purpose described in Section 13.

Any collaboration between a Brand and a Creator is a direct relationship between them. They are solely responsible for agreeing its terms, including deliverables, timelines, revisions, compensation, gifted products, usage rights, paid media rights, whitelisting or partnership advertising permissions, exclusivity, confidentiality and approvals, and for performing those terms. Templates and guidance we provide are optional and do not make us a party to any agreement.

Brands pay Creators directly. UGCStars does not process, hold, guarantee or collect any payment between Brands and Creators, and is not responsible for any late payment, non-payment, refund, chargeback, tax, withholding or reporting obligation that arises between them.

Brands and Creators are each responsible for compliance with Applicable Law in connection with their collaboration, including laws on advertising and endorsement disclosure, consumer protection, product claims, intellectual property, privacy, employment and worker classification, and tax. Nothing in these Terms creates any employment, agency, partnership, joint venture or franchise relationship between UGCStars and any Brand or Creator.

We do not supervise, direct or control Creators’ work, and we do not verify the identity, background, qualifications, licenses, insurance or conduct of Brands or Creators, except to the limited extent described on the Service. You are solely responsible for carrying out the checks you consider appropriate before working with anyone you meet through the Service, and for your interactions with them, including any meeting in person and any exchange of products, money or content.

We have no obligation to intervene in, mediate or resolve any dispute between a Brand and a Creator, although we may choose to help, or to take action under these Terms if we become aware of misconduct. To the maximum extent permitted by Applicable Law, you release UGCStars and its officers, directors, employees, contractors and agents from all claims, demands, losses and damages of every kind, known and unknown, arising out of or in any way connected with any dispute between you and another user of the Service, or with any collaboration arising from the Service. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” You also waive any similar provision of the law of any other jurisdiction.

The Service includes templates, guides, articles, the UGC rate index, a rate checker, database statistics and other information (together, “Resources”). Resources are provided for general information only. They are not legal, tax, financial, accounting, employment or other professional advice, and your use of them does not create a lawyer-client or other professional relationship.

Contract templates are starting points only. They may not suit your circumstances or be enforceable in your jurisdiction, and you should have any agreement reviewed by a qualified lawyer before you rely on it.

Rate information and database statistics are derived from information that Creators provide to us, which we do not independently verify, combined with conversions and calculations that involve estimates and assumptions, such as conversion into US dollar equivalents. Figures may be incomplete, out of date or unrepresentative of the market, and they are not quotes or offers by any Creator. Example and hypothetical figures are labeled as such. You must not rely on Resources as the sole basis for any business decision.

We may update, correct or remove any Resource at any time, and we have no obligation to keep any Resource current.

The Service, the Database, the software, code, design, layout, text, graphics and Resources, the compilation of Creator information, and the UGCStars name, logos and other marks, together with all intellectual property rights in them, are owned by or licensed to UGCStars. Except for the limited rights expressly granted to you in these Terms, no right, title or interest in any of them is transferred or licensed to you, whether by implication, estoppel or otherwise, and all rights not expressly granted are reserved.

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to access and use the Service for the Permitted Purpose, if you are a Brand, or to manage your profile and opportunities, if you are a Creator, and to download and use the templates available to you for your own internal business purposes.

You must not use the UGCStars name, logos or marks, or any confusingly similar name or mark, without our prior written consent, except to make accurate and non-misleading references to the Service. Affiliates may use them only as the Affiliate Terms permit.

If you send us feedback, suggestions or ideas about the Service, you grant us a perpetual, irrevocable, worldwide and royalty-free right to use them for any purpose, without any obligation to you.

If you believe that content on the Service infringes your copyright or other rights, please send a notice to legal@ugcstars.com identifying the content, the right you believe is infringed and your contact details, with a statement that you believe in good faith that the use is not authorized and that the information in your notice is accurate. We review notices in accordance with Applicable Law, which may include the Digital Millennium Copyright Act in the United States, and we may remove content and terminate the Accounts of repeat infringers.

The Service links to, embeds content from and relies on third-party platforms and services, including social media platforms such as TikTok, Instagram, YouTube and X, our payment processor, email delivery providers, PayPal for affiliate payouts, and hosting and analytics providers. Your use of any third-party service is governed by that third party’s own terms and privacy policy.

We do not control, and are not responsible for, third-party services, including their availability, content, accuracy, security or practices, or any change they make that affects the Service, such as the removal of an embedded video or a change to an interface we rely on. A link to, or embed of, third-party content does not mean that we endorse it.

You consent to receive communications from us electronically, including by email to the address associated with your Account and by notices on the Service. You agree that all agreements, notices, disclosures, receipts and other communications we provide electronically satisfy any legal requirement that they be in writing, and that your electronic acceptance of these Terms, including by clicking to pay, submitting a form or using the Service, has the same effect as a handwritten signature.

Some emails are necessary to provide the Service and cannot be switched off while you have an Account, including login links, Order Confirmations, receipts, security notices, application decisions and notices about these Terms. Opportunity emails, search alerts, product updates and newsletters are optional and can be switched off at any time, as described in our Privacy Policy.

We keep electronic records of Orders, acceptances of these Terms, login events, use of paid features and communications. To the extent permitted by Applicable Law, those records are admissible in evidence and are conclusive evidence of the matters they record, unless there is a manifest error or you prove otherwise.

To the maximum extent permitted by Applicable Law, the Service, the Database, the Resources and all information and content made available through them are provided “as is” and “as available”, with all faults, and without warranty, representation or condition of any kind, whether express, implied, statutory or otherwise. UGCStars expressly disclaims all implied warranties and conditions, including those of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement and accuracy, and any arising from a course of dealing or usage of trade.

Without limiting Section 24.1, UGCStars does not warrant that: (a) the Service will be uninterrupted, timely, secure or free from errors, viruses or other harmful components; (b) any information about a Creator or Brand, including identity, age, location, attributes, follower figures, rates, availability or Sample Works, is accurate, complete or current; (c) any Creator or Brand will respond to you, enter into an agreement with you, perform any agreement, pay you, or behave lawfully or professionally; (d) the Service or any collaboration will meet your requirements or achieve any particular result, including any level of reach, engagement, sales or return on investment; or (e) any defect will be corrected.

You acknowledge that information about users is provided by those users, not by UGCStars, and that you use the Service and deal with other users at your own risk. Some jurisdictions do not allow the exclusion of certain warranties, so some of these exclusions may not apply to you, in which case they apply to the maximum extent permitted.

Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under Applicable Law, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation or, where you are a consumer, under any right that consumer law gives you and that cannot be waived.

Subject to Section 25.1 and to the maximum extent permitted by Applicable Law, UGCStars and its affiliates, officers, directors, employees, contractors, agents, licensors and service providers will not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, for any: (a) loss of profits, revenue, sales, business, contracts or anticipated savings; (b) loss of goodwill or reputation; (c) loss or corruption of data; (d) loss of opportunity, including the loss of any collaboration; (e) cost of procuring substitute goods or services; or (f) indirect, incidental, special, consequential, exemplary or punitive loss or damage, in each case arising out of or in connection with these Terms, the Service, any Creator or Brand or any collaboration, even if we were advised of the possibility of that loss.

Subject to Section 25.1 and to the maximum extent permitted by Applicable Law, the total aggregate liability of UGCStars and its affiliates, officers, directors, employees, contractors, agents, licensors and service providers arising out of or in connection with these Terms and the Service, for all claims of every kind, will not exceed the greater of: (a) the total amount you paid to UGCStars in the twelve (12) months immediately before the event giving rise to the first claim; and (b) one hundred US dollars (US$100). For Creators, who pay nothing to use the Service, this means that our total liability will not exceed one hundred US dollars (US$100).

The limitations in this Section 25 apply even if any remedy fails of its essential purpose. You acknowledge that the price of Annual Access, and our provision of free services to Creators, reflect the allocation of risk set out in these Terms, and that we would not provide the Service without these limitations.

To the maximum extent permitted by Applicable Law, you agree to defend, indemnify and hold harmless UGCStars and its affiliates, officers, directors, employees, contractors, agents, licensors and service providers from and against all claims, actions, demands, proceedings, losses, liabilities, damages, judgments, settlements, fines, penalties, costs and expenses, including reasonable attorneys’ fees, arising out of or relating to: (a) your use or misuse of the Service or the Database; (b) your User Content, including any claim that it infringes the rights of a third party; (c) any communication you send to, and any collaboration, agreement or dispute you have with, any Creator or Brand; (d) your breach of these Terms or of any representation or warranty in them; (e) your violation of Applicable Law, including laws on electronic marketing, privacy, advertising and consumer protection; or (f) any Chargeback you initiate in breach of Section 11.

We will notify you of any claim for which we seek indemnity, although a delay in notice relieves you of your obligations only to the extent that you are materially prejudiced by it. We may assume the exclusive defense and control of any matter for which you must indemnify us, at your expense, and you agree to cooperate with our defense. You must not settle any such claim without our prior written consent.

You may stop using the Service at any time. Creators can delete their profile from their account, and any user can ask us to close their Account through our contact form. Closing an Account that holds Annual Access ends the license and turns off renewal, and no refund is due for the current Subscription Year.

We may suspend, restrict or terminate your Account, your Annual Access, your profile or your access to any part of the Service immediately and, where reasonable, with notice, if: (a) you breach these Terms or we reasonably suspect that you have; (b) you initiate a Chargeback in breach of Section 11; (c) we reasonably suspect fraud, unauthorized access, scraping, account sharing or other misuse; (d) a Creator or Brand makes a credible complaint about your conduct; (e) we are required to do so by Applicable Law, a court or a regulator, or by our payment processor or a card network; (f) your conduct exposes UGCStars, Creators, Brands or other users to legal, financial or reputational risk; or (g) your Account has been inactive for an extended period and holds no Annual Access.

If we terminate your Annual Access because of your breach, or for a reason described in Section 27.2(b), (c), (d) or (f), you are not entitled to any refund, credit or compensation.

When your Account or Annual Access ends for any reason: (a) all licenses granted to you under these Terms end immediately; (b) you must stop using the paid features of the Service and permanently delete any Contact Details and other information obtained through them, except for correspondence with Creators who have chosen to work with you; and (c) we may delete your Account data in accordance with our Privacy Policy.

The following provisions survive the end of these Terms or of your Account, together with any other provision that by its nature is intended to survive: Sections 1, 7, 10.3 to 10.7, 11, 12.3, 13.3 to 13.5, 14, 17.3 to 17.5, 19, 20, 21, 23.3 and 24 to 33.

We may change these Terms from time to time, for example to reflect changes to the Service, our business, Applicable Law or the way we operate. The updated version will be published on the Service with a new “Last updated” date.

If we make a change that materially and adversely affects your rights, we will give you at least thirty (30) days’ notice before it takes effect, by email to the address associated with your Account or by a prominent notice on the Service, unless the change is required sooner by Applicable Law or to address a security, fraud or legal risk. If you do not agree to a change, you must stop using the Service before it takes effect and, if you hold Annual Access, you may turn off renewal or close your Account. Your continued use of the Service after a change takes effect constitutes your acceptance of it.

No change to these Terms will: (a) increase the price you have already paid for an Order; (b) apply to a dispute between you and us that arose before the change was published; or (c) apply retroactively to conduct before the change took effect, except where Applicable Law permits.

We may suspend or restrict the availability of the Service, in whole or in part, for maintenance, upgrades, security or other operational reasons, with or without notice. We aim to keep interruptions short, but temporary unavailability does not entitle you to a refund, credit or compensation.

Informal resolution. Most concerns can be resolved quickly by contacting us. Before starting any formal proceeding against UGCStars, you agree to send a written notice to legal@ugcstars.com describing the nature and basis of your claim and the relief you seek, and to give us sixty (60) days from receipt to try to resolve it. We will do the same before starting a formal proceeding against you, using the email address associated with your Account. Any limitation period is suspended while the parties try to resolve a claim under this Section 29.1.

Agreement to arbitrate. Except as provided in Sections 29.5 and 29.7, you and UGCStars agree that any dispute, claim or controversy arising out of or relating to these Terms, the Service, any Order or your relationship with UGCStars, including any question about the existence, validity, scope, interpretation or enforceability of this agreement to arbitrate (each a “Dispute”), will be resolved exclusively by final and binding arbitration on an individual basis, and not in court. The arbitration will be administered by [arbitration provider, e.g. the American Arbitration Association] under its [applicable arbitration rules] in effect when the arbitration is filed, before a single arbitrator. The seat of the arbitration will be [seat of arbitration], although hearings may take place by video conference and, for claims below US$10,000, may be decided on written submissions only. The arbitrator’s award is final and binding, and judgment on it may be entered in any court of competent jurisdiction. Where the Federal Arbitration Act applies, it governs the interpretation and enforcement of this Section 29.

Class action and jury trial waiver. You and UGCStars agree that each may bring claims against the other only in an individual capacity, and not as a plaintiff, claimant or class member in any purported class, collective, consolidated, mass or representative proceeding. The arbitrator may not consolidate the claims of more than one person, may not preside over any form of class or representative proceeding, and may award relief only in favor of the individual party seeking it and only to the extent necessary to provide the relief warranted by that party’s individual claim. To the extent that any Dispute proceeds in court rather than in arbitration, you and UGCStars each waive any right to a trial by jury.

Costs. Each party bears its own costs of the arbitration, including attorneys’ fees, except that: (a) payment of administrative and arbitrator fees is governed by the applicable rules; and (b) the arbitrator may award costs and fees to the prevailing party where the rules or Applicable Law permit, or where a claim was frivolous or brought for an improper purpose.

Exceptions. The following are not subject to the agreement to arbitrate: (a) either party may bring an individual claim in a small claims court of competent jurisdiction, if the claim qualifies and remains there; (b) either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property rights or the Database, or to prevent a breach of Section 13 or Section 14; and (c) UGCStars may bring proceedings to recover any debt owed under Section 11.

Opt-out. You may opt out of the agreement to arbitrate in Section 29.2 by sending an email to legal@ugcstars.com from the email address associated with your Account, with the subject line “Arbitration opt-out”, within thirty (30) days after you first accept these Terms. Opting out does not affect any other provision of these Terms, or any earlier agreement to arbitrate between you and us.

Consumers in the UK, EEA and Switzerland. If you are a consumer habitually resident in the United Kingdom, the European Economic Area or Switzerland, Sections 29.2 to 29.6 do not apply to you. You may bring proceedings in the courts of the country where you live, and we may bring proceedings against you only in those courts. You may also be able to use an alternative dispute resolution body approved in your country.

Severability. If the class action waiver in Section 29.3 is found to be unenforceable in relation to a particular claim or request for relief, that claim or request, and only that one, will be severed and decided in court after all other claims have been arbitrated, and the waiver will be enforced to the greatest extent permitted. If any other part of this Section 29 is found to be unenforceable, the rest of it remains in effect.

Time limit. To the extent permitted by Applicable Law, any claim arising out of or relating to these Terms or the Service must be brought within one (1) year after the facts giving rise to it first occurred, or ought reasonably to have been discovered, failing which the claim is permanently barred.

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, are governed by and construed in accordance with the laws of the Republic of Türkiye, without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Subject to Section 29, the courts of Istanbul, Türkiye have exclusive jurisdiction over any dispute that is not subject to arbitration, and you and UGCStars submit to the personal jurisdiction of those courts. This does not prevent UGCStars from seeking injunctive relief, or from bringing proceedings to recover a debt, in any other court of competent jurisdiction.

If you are a consumer, the choice of law in Section 30.1 does not deprive you of the protection of the mandatory provisions of the law of the country where you are habitually resident.

You represent and warrant that you are not: (a) located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive sanctions imposed by the United States, the United Kingdom, the European Union or the United Nations; or (b) identified on, or owned or controlled by any person identified on, any sanctions or restricted-party list maintained by those authorities, including the Specially Designated Nationals and Blocked Persons List maintained by the US Office of Foreign Assets Control.

You must not use, export or re-export the Service, or make it available to any person, in breach of sanctions or export control laws. We may suspend or terminate access without notice or liability if we believe that providing the Service would breach those laws, and any amount paid will be dealt with as those laws require.

Entire agreement. These Terms, together with the documents referred to in Section 2.4, constitute the entire agreement between you and UGCStars about their subject matter and supersede all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. You acknowledge that you have not relied on any statement, representation or promise that is not expressly set out in them.

Assignment. You may not assign, transfer, delegate or sublicense any of your rights or obligations under these Terms without our prior written consent, and any attempt to do so is void. We may assign, transfer or novate our rights and obligations under these Terms, in whole or in part, including in connection with a merger, acquisition, reorganization or sale of assets, without your consent, provided that this does not reduce your rights under these Terms.

Subcontracting. We may use subcontractors and service providers to perform any of our obligations, and we remain responsible for their performance to the extent these Terms require.

Events beyond our control. We are not liable for any delay or failure to perform caused by events beyond our reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, government action, labor disputes, failure or interruption of internet, power, telecommunications, hosting, payment or other third-party services, cyberattacks and changes to third-party platforms.

Severability. If any provision of these Terms is found to be invalid, illegal or unenforceable, it will be modified to the minimum extent necessary to make it enforceable or, if that is not possible, severed, without affecting the remaining provisions.

No waiver. A failure or delay by us in exercising any right or remedy is not a waiver of it, and a single or partial exercise does not prevent any further exercise of that or any other right or remedy. A waiver is effective only if it is in writing and signed by us.

Remedies cumulative. Our rights and remedies under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

Set-off. We may set off any amount you owe us against any amount we owe you, including under the Affiliate Program. You must pay all amounts you owe us in full, without any set-off, counterclaim, deduction or withholding, except as required by law.

Third-party rights. Except for the persons protected by Sections 19.5, 25 and 26, who may enforce those Sections, no person other than you and UGCStars has any right to enforce these Terms, under any law that gives third parties rights to enforce contracts or otherwise.

Independent parties. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary or employment relationship between you and UGCStars.

Interpretation. These Terms will be interpreted fairly in accordance with their terms, without any strict construction in favor of or against either party, regardless of who drafted them.

Notices. We may give you notice by email to the address associated with your Account or by posting a notice on the Service. A notice sent by email is treated as received on the business day after it is sent. You must give notices to us in writing using the details in Section 33, and notices about legal matters must be sent to legal@ugcstars.com.

The Service is operated by UGCStars LLC, company number [company number], whose registered office is at Eclipse Maslak İş Merkezi, E-Blok, Kat 5, Maslak, 34485 Sarıyer, İstanbul, Türkiye.

For questions about these Terms, billing or your Account, use our contact form or email support@ugcstars.com. For billing and refund requests, choose the Billing topic or email billing@ugcstars.com. For legal notices, including notices under Section 29, email legal@ugcstars.com. For privacy requests, see our Privacy Policy.