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Legal · Brands

Terms & Conditions for Brands

Effective date: 21 April 2026 · Last updated: 21 April 2026

These Brand Terms & Conditions form a binding legal agreement between you (the brand, agency or individual purchasing services) and VM MEDIA LLC, a limited liability company registered in Sharjah Media City (Shams), Sharjah, UAE, License No. 2322072.01, operating the platform mabrookUGC. 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 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.

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 support@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.
  • 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 13).

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 licence 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 licence.

Full Intellectual Property transfer (buy-out) is only granted where expressly purchased at an additional fee and confirmed in writing by MabrookUGC.

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, behaviour, 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.
  • 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.
  • 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 licence 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 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 licences 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 support@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.
  • 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: support@mabrookugc.com