Terms & Conditions Brands

MabrookUGC — Brand Terms

Terms & Conditions for Brands

Effective Date: 21 April 2026

Last Updated: 21 April 2026

These Brand Terms & Conditions ("Brand Terms") form a binding legal agreement between

you — the company, agency, or individual purchasing services ("Brand", "you", "your") — and

VM MEDIA LLC, a limited liability company registered in Sharjah Media City (Shams), Sharjah,

United Arab Emirates, License No. 2322072.01, operating the platform mabrookUGC

("MabrookUGC", "Platform", "we", "our", "us").

By creating a Brand account, checking the acceptance box at checkout, submitting a brief,

paying for any package, or otherwise using the Platform in a Brand capacity, you confirm that

(a) you have read and accepted these Brand Terms, (b) you have the authority to bind the

entity on whose behalf you are acting, and (c) you are at least 18 years of age and legally

capable of entering into binding contracts.

If you do not agree with any part of these Brand Terms, you must not use the Platform.

1. Definitions

• "Content" or "UGC" means any video, audio, image, caption, voice-over, or other

creative material produced by a Creator and delivered to a Brand through the

Platform.

• "Creator" means any individual accepted onto the Platform to produce Content for

Brands.

• "Package" means any paid service tier listed on the Platform's pricing page or

agreed in a custom quotation.

• "Brief" means the creative, technical, and commercial instructions the Brand submits

to the Platform for a given Package.

• "Spark Code" (also referred to as a TikTok Spark Ads Authorization Code or

equivalent feature on other platforms) means the authorization token granted by a

Creator from their own social media account enabling the Brand to promote an

organic post as a paid advertisement.

• "Usage Term" means the period during which the Brand is licensed to use the

Content, as specified in Section 7.

2. Overview of Services

MabrookUGC is a technology platform that connects Brands with vetted Creators in the GCC

and wider MENA region for the production of User-Generated Content optimized for social

platforms (including but not limited to TikTok, Snapchat, Meta, YouTube, and X).

MabrookUGC is a facilitator only. We are not a talent agency, advertising agency, production

company, employer of Creators, or a party to any employment relationship with Creators.

Creators are independent contractors. MabrookUGC does not produce Content directly; we

contract with Creators who do so.

Brands can (a) purchase Content Packages, (b) submit Briefs, (c) select from pre-vetted

Creators or allow the Platform to match, (d) receive delivered Content, and (e) request

revisions within the scope defined in Section 6.

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3. Account, Eligibility & Security

• Brand accounts are available only to legal entities or individuals acting in a B2B

capacity for lawful commercial purposes.

• You must provide accurate, current, and complete information at registration and

keep it updated. We may suspend or terminate accounts with false or misleading

information.

• You are solely responsible for safeguarding your login credentials and for all activity

under your account. You must notify us immediately at hello@mabrookugc.com of

any unauthorized access.

• We reserve the right to refuse, suspend, or terminate any Brand account at our sole

discretion, including where we reasonably believe the Brand operates in a Restricted

Category (Section 9) or poses a reputational, legal, or financial risk to the Platform or

its Creators.

4. Packages, Pricing & Payment

• All Packages are sold at the prices displayed on the Platform at the time of purchase

or as agreed in a written quotation. Prices are in USD or AED as indicated and

exclude VAT unless stated; applicable VAT will be added at checkout in accordance

with UAE tax law.

• All Packages are paid in full, in advance, as a single non-refundable payment, before

any Brief is dispatched to Creators. No Content production will begin until cleared

funds are received.

• Payments are processed by third-party payment processors (e.g. Stripe, Telr,

Checkout.com, Tap, or equivalent). By paying, you accept the processor's own

terms. We are not liable for the acts, omissions, or fees of third-party processors.

• You authorize us to charge all fees, taxes, and any additional charges (e.g. rush

fees, additional revisions, extended Usage Term) to your chosen payment method.

• Chargebacks, payment reversals, or payment disputes filed without first contacting

us in good faith are a material breach of these Brand Terms. We reserve the right to

suspend all services, block the account, retain all Content and rights, and recover all

costs (including legal fees, bank fees, and administrative charges) from you.

• Late payments on invoiced (non-card) orders accrue interest at 1.5% per month or

the maximum rate permitted by UAE law, whichever is lower.

5. Brand Responsibilities & Briefs

By submitting a Brief, you warrant and represent that:

• The Brief is complete, accurate, and submitted in good faith, including any mandatory

disclosures (e.g. health claims, regulated product categories).

• You own or are duly licensed to use all brand assets you provide (logos, scripts,

product names, trademarks, imagery, music, testimonials).

• Your product, service, and any claims made in the Brief comply with all applicable

UAE, GCC, and destination-market laws (including but not limited to advertising

standards, consumer protection, health, financial services, gambling, and

telecommunications laws).

• You will not instruct Creators to make false, misleading, defamatory, deceptive, or

legally non-compliant statements.

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• You will provide any necessary product samples, accesses, or materials within the

time window required by the selected Package. Delays caused by you do not entitle

you to refunds and may extend the delivery timeline on a day-for-day basis.

You indemnify MabrookUGC and its Creators in full for any claim arising out of inaccurate,

unlawful, or infringing Brief content (see Section 12).

6. Delivery, Acceptance & Revisions

• Estimated delivery windows for each Package are indicative only. Delivery times vary

based on Creator availability, Brief complexity, Brand responsiveness, and third-party

factors.

• Content is deemed delivered when it is uploaded to the Brand dashboard, emailed to

the Brand, or otherwise made available via the Platform.

• The Brand must review each deliverable and submit any revision request within two

(2) calendar days of delivery. Failure to respond within this window constitutes final

acceptance, and no further revisions or refunds will be available.

• Revisions are limited to one (1) round per video unless a larger revision allowance is

expressly included in the purchased Package. A "revision" means editing or re-

cutting existing footage (adjusting text overlays, trimming, reordering scenes,

changing music bed from our approved library). A revision does NOT include: re-

shooting footage, replacing the Creator, changing the product, changing the core

concept, or correcting Brand-supplied errors in the original Brief.

• Re-shoots, Creator changes, and out-of-scope changes are billed at a separate rate

agreed in writing before work begins.

• Content that deviates materially from the approved Brief will be revised free of

charge, provided the deviation is clearly identified and substantiated within the two

(2) calendar day window.

7. Usage Rights, Licensing & Spark Codes

7.1 Ownership and License Structure

Unless the Package specifies a full buy-out in writing, MabrookUGC (in its own name and on

behalf of the Creator) grants the Brand a perpetual, worldwide, non-exclusive license to use,

reproduce, edit, adapt, translate, distribute, publicly display, and publicly perform the delivered

Content for the Brand's own marketing and advertising purposes, across all media now known

or hereafter developed, including but not limited to:

• Paid advertising on TikTok, Meta, Snapchat, YouTube, X, Pinterest, LinkedIn,

programmatic networks, and equivalent platforms.

• Organic social media on the Brand's owned channels.

• The Brand's owned website, landing pages, email marketing, and point-of-sale

displays.

The Brand may not: (a) resell, sub-license, or transfer the Content to a third party not affiliated

with the Brand, except to an appointed advertising agency or media buyer acting solely on the

Brand's behalf; (b) use the Content outside the Usage Term (where applicable); (c) use the

Content in a way that is defamatory, pornographic, discriminatory, or otherwise damaging to

the Creator's reputation; (d) register any trademark, copyright, or other right in the Content or in

the Creator's likeness; (e) use the Content for AI training, fine-tuning, or dataset generation

without a separate written license.

Full Intellectual Property transfer (buy-out) is only granted where expressly purchased at an

additional fee and confirmed in writing by MabrookUGC.

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7.2 Creator Likeness & Moral Rights

To the maximum extent permitted by UAE law, the Creator has waived moral rights in the

delivered Content for the agreed uses. However, the Creator's personality rights, likeness, and

name remain personal to the Creator and may only be used in connection with the Content

itself — never to imply an endorsement of a different product, an employment relationship, or

an exclusive partnership, unless separately contracted.

7.3 TikTok Spark Codes and Equivalent Features

Where a Package includes a Spark Code (or equivalent authorization on another social

platform), the Creator will issue the code for the duration specified in the Package (typically 7,

30, 60, or 365 days). The Brand accepts and acknowledges the following:

• A Spark Code is a third-party feature provided by TikTok (or the relevant platform).

Its availability, behavior, and technical implementation are controlled entirely by the

third-party platform and may change without notice.

• The Spark Code is generated from the Creator's own personal account. The Creator

retains ultimate control of that account at all times.

• MabrookUGC cannot and does not guarantee that a Spark Code will remain active

for the full duration purchased. The Creator may, at their sole discretion and for any

reason, revoke or disable the Spark Code, delete the underlying post, change the

privacy of the post, deactivate their account, or otherwise make the authorization

unusable.

• MabrookUGC is NOT liable for any loss, damage, cost, ad-spend waste, lost

revenue, or lost opportunity arising from the withdrawal, disabling, expiry, or

malfunction of a Spark Code, regardless of the cause.

• Where a Creator revokes a Spark Code within the purchased duration without good

cause, MabrookUGC will, as our sole remedy, use commercially reasonable efforts to

(a) contact the Creator to request reinstatement, (b) where reinstatement is not

possible, offer a pro-rata credit of the Spark Code component only (not the full

Package) towards a future order, calculated on a straight-line daily basis against the

original Spark duration purchased. This remedy is the Brand's sole and exclusive

remedy for Spark Code withdrawal.

• The Brand is solely responsible for monitoring its ad campaigns and for pausing any

paid media that relies on a revoked Spark Code. MabrookUGC is not liable for ad-

platform fees, ad-spend, agency fees, or consequential losses.

8. Confidentiality

Each party agrees to treat as confidential any non-public information designated as

confidential or that a reasonable person would treat as confidential (including Briefs, product

roadmaps, pricing, and Creator lists). Confidentiality obligations survive termination for three

(3) years. Confidential information does not include information that is (a) publicly available

through no breach, (b) independently developed, (c) received from a third party without

restriction, or (d) required to be disclosed by law.

9. Restricted & Prohibited Categories

We reserve the right, at our sole discretion, to refuse or terminate any order that involves or

promotes:

• Illegal goods or services under UAE, GCC, or destination-market law.

• Adult content, pornography, escort services, or sexually suggestive products.

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• Gambling, betting, or games of chance (unless licensed in all target markets and pre-

approved by us in writing).

• Tobacco, vapes, e-cigarettes, cannabis, recreational drugs, or drug paraphernalia.

• Weapons, ammunition, or tactical equipment.

• Unregulated financial services, cryptocurrency investment schemes, "get rich quick"

offers, MLM / pyramid schemes, or binary options.

• Prescription pharmaceuticals, fake medication, unregistered supplements, or

unapproved medical claims.

• Political campaigns, religious proselytizing, or content that could reasonably be

considered offensive to UAE cultural, religious, or legal standards.

• Competitor platforms to MabrookUGC in the MENA UGC marketplace category.

If an order is found to fall in a Restricted Category after payment, we may cancel the order and

refund the unused portion of the Package less a 15% administrative fee, or offer an alternative

Package of equivalent value.

10. Intellectual Property of the Platform

The Platform, including all software, UI, Brief templates, training materials, Creator scoring

systems, analytics, trademarks ("MabrookUGC", logos, taglines), and compilations of data, is

and remains the exclusive property of VM MEDIA LLC. No rights are granted to Brands beyond

the limited right to use the Platform as intended. Reverse-engineering, scraping, automated

querying, resale of Platform access, or creation of derivative marketplaces from Platform data

is strictly prohibited.

11. Warranties & Disclaimers

MabrookUGC warrants that it will provide the Platform with reasonable skill and care and that

delivered Content will substantially conform to the approved Brief (subject to the revision

process in Section 6).

EXCEPT AS EXPRESSLY STATED, THE PLATFORM AND ALL CONTENT ARE

PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY

LAW, WE DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED,

STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY,

FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, UNINTERRUPTED OR

ERROR-FREE OPERATION, CAMPAIGN PERFORMANCE, ROI, CLICK-THROUGH-RATE,

CONVERSION, OR ANY COMMERCIAL OUTCOME.

We do not warrant that Content will be approved by any third-party advertising platform

(TikTok, Meta, Snapchat, YouTube, etc.) or that it will pass any third-party algorithmic review.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Neither party shall be liable for indirect, incidental, special, consequential, exemplary,

or punitive damages, including lost profits, lost revenue, lost goodwill, lost data, lost

ad-spend, or business interruption, even if advised of the possibility.

• The total aggregate liability of MabrookUGC and its affiliates, officers, employees,

and Creators, arising out of or relating to these Brand Terms, whether in contract,

tort, statute, or otherwise, shall not exceed the total fees actually paid by the Brand to

MabrookUGC for the specific order giving rise to the claim in the three (3) months

immediately preceding the event giving rise to liability.

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• Nothing in these Brand Terms limits liability that cannot be limited by law (e.g. fraud,

death or personal injury caused by negligence, gross negligence, or wilful

misconduct).

13. Indemnification

The Brand agrees to defend, indemnify, and hold harmless MabrookUGC, VM MEDIA LLC, its

officers, directors, employees, contractors, and Creators from and against any claims,

damages, liabilities, losses, fines, costs, and expenses (including reasonable legal fees)

arising out of or in connection with:

• The Brand's Brief, product, service, or any claim made about them.

• The Brand's use of the Content beyond the license granted in Section 7.

• Any breach of these Brand Terms by the Brand.

• Any third-party claim that the Brand's materials, instructions, or products infringe

rights or violate law.

• Any regulatory fine or action in any jurisdiction arising from the Brand's product,

service, or advertising claims.

14. Suspension & Termination

• We may suspend or terminate the Brand's access immediately, without refund, for

material breach, fraud, chargeback abuse, Restricted Category violation, harassment

of Creators or staff, or any activity we reasonably believe harms the Platform's

reputation.

• The Brand may close its account at any time via the dashboard. Closure does not

entitle the Brand to a refund of fees already paid for ordered or delivered Packages.

• Sections 4 (outstanding fees), 7 (Usage Rights, subject to Section 14 termination-for-

cause clawback below), 8 (Confidentiality), 11–13 (Warranties, Liability,

Indemnification), and 17 (Governing Law) survive termination.

• Where we terminate for cause (fraud, chargeback abuse, unlawful use), all licenses

granted in Section 7 terminate immediately and the Brand must cease all use of the

Content, delete it from all systems, and certify deletion in writing within 10 days.

15. Force Majeure

Neither party is liable for failure or delay caused by events beyond reasonable control,

including acts of God, natural disasters, war, terrorism, civil unrest, pandemic, government

action, internet or cloud provider outages, or third-party platform outages. Obligations are

suspended for the duration of the event.

16. Notices, Assignment & Miscellaneous

• Notices to us must be sent to hello@mabrookugc.com. Notices to you are sent to the

email on file, which you must keep current.

• You may not assign these Brand Terms without our prior written consent. We may

assign to an affiliate or in connection with a merger, acquisition, or sale of assets.

• If any provision is held unenforceable, the remainder remains in full force; the

unenforceable clause shall be reformed to the minimum extent necessary.

• No waiver of any breach shall be deemed a waiver of any subsequent breach.

Failure to enforce a provision is not a waiver of it.

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• These Brand Terms, together with the Privacy Policy and any order confirmation,

constitute the entire agreement between the parties and supersede all prior

agreements on the same subject matter.

• We may update these Brand Terms at any time. Material changes will be notified by

email or dashboard banner at least 14 days before taking effect; continued use after

the effective date constitutes acceptance. For existing paid orders, the Brand Terms

in force at the time of order apply to that order.

17. Governing Law & Dispute Resolution

These Brand Terms are governed by, and construed in accordance with, the federal laws of

the United Arab Emirates as applied in the Emirate of Sharjah, without regard to conflict-of-

laws principles.

The parties will first attempt to resolve any dispute amicably through good-faith negotiation for

thirty (30) days. Failing resolution, the dispute shall be finally settled by the competent courts of

Sharjah, United Arab Emirates, which shall have exclusive jurisdiction. At our sole option, we

may instead elect arbitration under the DIAC Arbitration Rules, seat Dubai, language English,

single arbitrator.

18. Contact

VM MEDIA LLC

Sharjah Media City (Shams), Sharjah, United Arab Emirates

License No: 2322072.01

Email: hello@mabrookugc.com

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