Terms of Service

Last updated: May 2026

These Terms of Service ("Terms") govern your access to and use of UGCKit ("the Service", "we", "us", or "our"), operated by Orderax Inc. and available at ugckit.io. By creating an account or using the Service, you agree to be bound by these Terms. If you do not agree, do not use the Service.

1. Definitions

• "User" means any individual or entity that creates an account and uses the Service to create, manage, or publish content.
• "Creator" means an individual who participates in the UGCKit Creator Program to produce content on behalf of a Brand.
• "Brand" means a User who engages Creators through the Creator Program to produce content.
• "Content" means any text, images, videos, carousels, audio, or other materials created, uploaded, or published through the Service.
• "AI-Generated Content" means Content produced in whole or in part using artificial intelligence features within the Service.
• "Credits" means the virtual currency used within the Service to access certain features and generate Content.

2. Eligibility

You must be at least 18 years old and capable of forming a binding contract to use the Service. By using the Service, you represent and warrant that you meet these requirements. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

3. Account Registration and Security

• You must provide accurate and complete information when creating an account.
• You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account.
• You must notify us immediately at support@ugckit.io if you suspect unauthorized access to your account.
• We reserve the right to suspend or terminate accounts that violate these Terms or that we reasonably believe are compromised.

4. Service Description

UGCKit is a content creation and social media management platform that enables Users to:

• Create marketing content including carousels, reaction videos, talking head videos, AI-generated videos and images, listicles, and other formats.
• Connect and publish to social media platforms including TikTok, Instagram, YouTube, Twitter/X, LinkedIn, and Pinterest.
• Schedule and automate content publishing.
• Manage creator programs and briefs for user-generated content campaigns.
• Access AI-powered content generation tools.

5. Subscription Plans, Credits, and Billing

5.1 Plans

The Service offers subscription plans (Starter, Pro, Business) with varying feature access and usage limits. Plan details and pricing are displayed at the time of purchase and may be updated from time to time.

5.2 Credits

Certain features require Credits. Credits are purchased separately or included with your plan. Credits are non-transferable and non-refundable except as required by applicable law. Unused Credits do not expire while your account remains active.

5.3 Billing

• Subscription fees are billed in advance on a monthly or annual basis through Stripe.
• You authorize us to charge your payment method on file for all applicable fees.
• All fees are quoted in USD unless otherwise stated and are exclusive of applicable taxes.
• Failure to pay may result in suspension or termination of your account.

5.4 Cancellation

You may cancel your subscription at any time. Cancellation takes effect at the end of the current billing period. No prorated refunds are provided for partial billing periods. Upon cancellation, you retain access to features included in the free tier.

6. User Content and Intellectual Property

6.1 Your Content

You retain ownership of original Content you create using the Service, subject to Section 7 (Creator Program) where applicable. By using the Service, you grant us a limited, non-exclusive, worldwide, royalty-free license to host, store, process, and display your Content solely for the purpose of providing and improving the Service.

6.2 AI-Generated Content

Content generated using AI features is produced using third-party AI models (including Google Gemini and OpenAI). You are granted a license to use AI-Generated Content for commercial and personal purposes, subject to these Terms. You acknowledge that:

• AI-Generated Content may not be unique and similar content may be generated for other users.
• We do not guarantee that AI-Generated Content is free from errors, biases, or inaccuracies.
• You are solely responsible for reviewing, editing, and ensuring AI-Generated Content is appropriate and compliant with applicable laws before publishing.
• AI-Generated Content is subject to the terms and acceptable use policies of the underlying AI providers.

6.3 Feedback

Any suggestions, ideas, or feedback you provide about the Service may be used by us without obligation or compensation to you.

7. Creator Program

This section applies to individuals who participate in the UGCKit Creator Program by accepting a Brand's brief through the Service.

7.1 Relationship

Creators are independent contractors, not employees, agents, or partners of UGCKit or the Brand. Nothing in these Terms creates an employment, agency, or partnership relationship. Creators are solely responsible for their own taxes, insurance, and compliance with applicable laws.

7.2 Content Ownership and Assignment

All Content created by a Creator in connection with a Brand's brief belongs exclusively to the Brand. By joining a brief, the Creator irrevocably assigns to the Brand all rights, title, and interest in and to the Content, including all intellectual property rights. This assignment includes but is not limited to:

• The right to use, reproduce, modify, distribute, display, and create derivative works from the Content.
• The right to use the Content across any platform, medium, or format, worldwide, in perpetuity.
• The right to use the Creator's name, likeness, and voice as embodied in the Content for promotional purposes.

Creators waive any moral rights in the Content to the fullest extent permitted by law. Creators must not use, repurpose, repost, or claim ownership of any Content created under a brief.

7.3 Social Media Accounts

Where a Brand provides social media account credentials to a Creator:

• The accounts remain the sole property of the Brand at all times.
• Creators must not change account credentials, settings, or profile details without authorization.
• Creators must not use the accounts for personal purposes or post unapproved content.
• Upon termination of the Creator's participation, all access to Brand accounts must cease immediately.

7.4 Compensation

• Creators are compensated only for Content that is approved by the Brand.
• Rejected, unapproved, or incomplete Content is not eligible for compensation.
• Payment is processed weekly for all approved work completed during that week.
• Payment amounts and terms are specified in each brief and may vary between briefs.
• UGCKit facilitates payments but is not the employer of Creators. Payment disputes should be directed to the Brand.

7.5 Performance and Termination

Participation in the Creator Program is at-will and may be terminated by the Brand or UGCKit at any time, with or without cause. Grounds for removal include but are not limited to:

• Poor content quality that does not meet the standards outlined in the brief.
• Inconsistency, including missing daily posting requirements or extended absences without notice.
• Failure to incorporate feedback or repeated submission of rejected content.
• Not following brief instructions or posting unapproved content.
• Poor communication or unresponsiveness.
• Misuse of Brand social media accounts.
• Any violation of these Terms.

Upon termination, any pending approved payments will be honored. Creators have no right to future compensation or participation.

8. Acceptable Use

You agree not to use the Service to:

• Violate any applicable law, regulation, or third-party rights.
• Create, upload, or distribute Content that is defamatory, obscene, threatening, harassing, or promotes violence or discrimination.
• Infringe on any intellectual property rights, including using copyrighted material without authorization.
• Impersonate any person or entity, or misrepresent your affiliation.
• Distribute spam, malware, or engage in phishing.
• Attempt to gain unauthorized access to the Service, other accounts, or connected systems.
• Circumvent usage limits, rate limits, or access restrictions.
• Use automated tools (bots, scrapers) to access the Service without our written permission, except through our published API.
• Generate Content that violates the acceptable use policies of the underlying AI providers.
• Resell, sublicense, or redistribute access to the Service without authorization.

9. API Access

Users on eligible plans may access the Service via our API. API usage is subject to rate limits and credit consumption as documented in our API documentation. We reserve the right to revoke API access for abuse or violation of these Terms. API keys are confidential and must not be shared publicly.

10. Third-Party Services and Integrations

The Service integrates with third-party platforms including TikTok, Instagram, YouTube, Twitter/X, LinkedIn, and Pinterest. By connecting your social media accounts:

• You authorize us to access and interact with those accounts on your behalf as necessary to provide the Service.
• You acknowledge that your use of those platforms is subject to their respective terms of service and policies.
• We are not responsible for the availability, accuracy, or policies of third-party platforms.
• You may disconnect third-party accounts at any time through the Service.

The Service also uses third-party AI providers (Google Gemini, OpenAI) for content generation. Use of AI features is subject to the acceptable use policies of those providers.

11. Privacy

Your use of the Service is also governed by our Privacy Policy, which describes how we collect, use, and protect your information. By using the Service, you consent to the practices described in the Privacy Policy.

12. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY CONTENT GENERATED WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PURPOSE.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UGCKIT AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, REVENUE, OR BUSINESS OPPORTUNITIES, ARISING FROM YOUR USE OF THE SERVICE. OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM THESE TERMS OR YOUR USE OF THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

14. Indemnification

You agree to indemnify, defend, and hold harmless UGCKit and its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Service; (b) Content you create, publish, or distribute through the Service; (c) your violation of these Terms; or (d) your violation of any third-party rights.

15. Termination

• You may terminate your account at any time by contacting support@ugckit.io or through the account settings.
• We may suspend or terminate your access to the Service at any time, with or without cause or notice, including for violation of these Terms.
• Upon termination, your right to use the Service ceases immediately. We may delete your account data after a reasonable retention period.
• Sections that by their nature should survive termination will survive, including Sections 6, 7, 12, 13, 14, and 16.

16. Governing Law and Disputes

These Terms are governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to conflict of law principles. Any disputes arising from these Terms or the Service shall be resolved exclusively in the courts located in Ontario, Canada. You waive any objection to jurisdiction or venue in such courts.

17. Changes to These Terms

We may update these Terms at any time by posting the revised version on the Service. Material changes will be communicated via email or a prominent notice within the Service. Your continued use of the Service after changes are posted constitutes acceptance of the revised Terms. If you do not agree to the changes, you must stop using the Service.

18. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy, constitute the entire agreement between you and UGCKit regarding the Service.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions remain in full effect.
• Waiver: Our failure to enforce any provision of these Terms does not constitute a waiver of that provision.
• Assignment: You may not assign your rights under these Terms without our written consent. We may assign our rights without restriction.

19. Contact

For questions about these Terms, contact us at:

Orderax Inc.
Email: support@ugckit.io
Website: ugckit.io