Affiliate Program Terms of Service

These Affiliate Program Terms of Service (the "Agreement") are a legally binding agreement between Cinnamon Technology Limited, trading as MakeUGC, a company registered in England and Wales under company number 15351712 with its registered office at Silverstream House, 45 Fitzroy Street, London, England, W1T 6EB ("MakeUGC", "we", "us" or "our"), and you, the person or entity enrolling in the MakeUGC affiliate, referral, creator-partner or ambassador programme (the "Program") ("Affiliate", "you" or "your").

This Agreement governs your participation in the Program, the use of Referral Links and Promotional Materials, and the calculation and payment of Commissions. By applying to, enrolling in or participating in the Program, generating or sharing a Referral Link, or accepting any Commission, you accept this Agreement, the MakeUGC Terms of Service, the Privacy Policy, the Trial Fair Use & Anti-Abuse Policy and any Program-specific rate card or written offer we provide (together, the "Program Documents"). If you enrol on behalf of a company or other entity, you represent that you are authorised to bind it. If you do not agree, do not participate.

The Program is an independent marketing arrangement. Nothing in it makes you an employee, agent, partner or representative of MakeUGC, and you have no authority to bind MakeUGC.

1. DEFINITIONS

• "Affiliate Account" means your account in the affiliate-tracking platform or dashboard we designate.
• "Branded Terms" means "MakeUGC", "Make UGC", "makeugc.ai", any MakeUGC product or feature name, and any misspelling, variation, abbreviation or close variant of any of them, alone or in combination with other words.
• "Commission" means the amount payable to you under Section 4 in respect of Qualifying Revenue.
• "Cookie Window" means the attribution period stated in your Affiliate Account (by default 30 days from the Referred User's last click on your Referral Link), after which no attribution arises.
• "Promotional Materials" means logos, banners, images, videos, copy, sample Output, landing pages and other materials we make available for Program use.
• "Qualifying Revenue" means amounts actually received and retained by MakeUGC from a Referred User for a Subscription or Credit purchase during the Commission Period, net of VAT and other taxes, payment-processing fees, refunds, chargebacks, credits, discounts, and amounts attributable to Trial fees, Done-For-You or custom services, Enterprise agreements, or any purchase excluded under Section 4.
• "Commission Period" means the period stated in your Affiliate Account during which purchases by a Referred User earn Commission (by default the first 12 months from the Referred User's first paid Subscription).
• "Referral Link" means the unique tracking URL, code or coupon allocated to your Affiliate Account.
• "Referred User" means a new MakeUGC customer who (a) was not already a MakeUGC user, trial user, lead or prospect in our records, (b) clicks your Referral Link and creates an Account within the Cookie Window, (c) is attributed to you by our tracking system as last-click referrer, and (d) is not excluded under Section 3 or 5.
• "Self-Referral" means any purchase made by you, your business, your employees, contractors, family members, Linked Accounts (as defined in the Trial Policy), or any person acting at your direction, through your own Referral Link.

2. ENROLMENT AND ELIGIBILITY

2.1 Application. Participation is subject to our approval, which we may grant, refuse or withdraw at our sole discretion without giving reasons. You must provide accurate, complete and current information at enrolment and keep it updated, including your legal name, business details, website and social channels, country of tax residence and payout details.

2.2 Eligibility. You must be at least 18 years old, have legal capacity to contract, not be a sanctioned person or located in a sanctioned territory, and not have been previously removed from the Program or banned from the Services. Sites or channels that contain unlawful, adult, hateful, violent, deceptive or infringing content, or that are primarily coupon, cashback, incentive, loyalty or "deal" sites, are not eligible unless we approve them in writing.

2.3 One Affiliate Account. You may hold one Affiliate Account unless we approve more in writing. Affiliate Accounts are personal and may not be sold, transferred, shared or sublicensed.

2.4 Verification. We may require identity, business and tax verification (including a W-8BEN, W-9, VAT number or equivalent) before approving enrolment or releasing any payment, and may suspend the Affiliate Account pending verification.

3. REFERRAL LINKS, TRACKING AND ATTRIBUTION

3.1 Tracking. Attribution is determined solely by our designated tracking system on a last-click basis within the Cookie Window. You acknowledge that tracking depends on cookies, link parameters and browser behaviour, and that referrals may not be recorded where a user blocks cookies, clears storage, uses a different device or browser, or signs up without passing through your Referral Link. We have no obligation to pay Commission on any referral our system does not record, and our records are final and conclusive absent manifest error.

3.2 Link integrity. You must use your Referral Link exactly as issued. You must not cloak, mask, redirect through intermediate pages designed to force a cookie, embed in iframes, pop-ups or pop-unders, or set cookies without a click ("cookie stuffing"). You must not use link-shortening or redirection that conceals the destination from the user.

3.3 Excluded referrals. No Commission is payable, and attribution may be reversed, for: existing MakeUGC customers, trial users, leads or prospects already in our records; Self-Referrals; users referred through prohibited conduct under Section 5; users whose Subscription is refunded, charged back, cancelled for non-payment or terminated for breach; users determined to have engaged in Trial Abuse; Enterprise, agency or reseller agreements negotiated directly by MakeUGC; and any referral we reasonably consider fraudulent or artificial.

3.4 Disputes. Attribution disputes must be raised within 30 days of the end of the month in which the referral occurred. After that, our records are final.

4. COMMISSIONS, QUALIFYING REVENUE AND PAYMENT

4.1 Rate. Commission is calculated as the percentage of Qualifying Revenue stated in your Affiliate Account or in a written offer from us, for the Commission Period. We may change rates, Commission Periods, Cookie Windows and payment terms prospectively on 30 days' notice; changes do not affect Commission already earned.

4.2 Earned when received. Commission is earned only when, and to the extent that, MakeUGC actually receives and retains cleared payment from the Referred User. No Commission is payable on Trial fees, free or promotional Credits, Done-For-You or custom services, Enterprise agreements, amounts recovered under the Trial Policy, or purchases excluded under Section 3.3.

4.3 Holding period and clawback. Commission is held for 60 days after the underlying payment to allow for refunds, chargebacks and fraud review, and becomes payable at the end of that period. Where a payment is refunded, charged back, reversed or determined to be fraudulent or abusive at any time (including after payout), the related Commission is forfeited and, if already paid, may be deducted from future payments or invoiced to you and is repayable within 14 days.

4.4 Payment. Commission is paid monthly in arrears, in the currency stated in your Affiliate Account, via the payout method we designate (for example, PayPal, Wise or bank transfer), provided the balance meets the minimum payout threshold stated in your Affiliate Account (by default USD 100). Balances below the threshold roll over. Payment-provider fees, bank charges and exchange-rate differences are for your account. Payment is conditional on completed tax and identity verification and a compliant invoice where we request one.

4.5 Taxes. All Commission is exclusive of VAT or equivalent, which you must charge where applicable and account for yourself. You are solely responsible for all income, self-employment, withholding and other taxes on Commission. Where we are required to withhold tax, we will deduct it and the net amount discharges our obligation.

4.6 Dormancy and forfeiture. Balances in an Affiliate Account with no Qualifying Revenue for 12 consecutive months, or in an Affiliate Account that is terminated for breach, are forfeited.

4.7 Statements. Your Affiliate Account dashboard is the statement of record. Query any entry within 30 days of the month-end to which it relates; after that it is final.

5. PROHIBITED CONDUCT

Each of the following is a material breach of this Agreement. Any one of them entitles MakeUGC to the remedies in Section 7, including forfeiture of all Commission and permanent removal from the Program.

5.1 Self-referrals. You must not sign up for, purchase from or renew with MakeUGC through your own Referral Link, and must not permit or procure any Self-Referral. Any Self-Referral is void, earns no Commission, and is grounds for permanent ban and forfeiture of all accrued and unpaid Commission.

5.2 Abuse, fraud and manipulation. You must not mislead, manipulate or defraud MakeUGC or any prospective customer, including by: posting codes, discounts or "deals" that do not exist or are not authorised, on coupon, cashback or deal-sharing sites or anywhere else; generating clicks, sign-ups or purchases by bots, scripts, click farms, paid sign-up schemes, incentives or fake accounts; using stolen, prepaid or unauthorised payment methods; inducing Trial Abuse or multiple Trials; cookie stuffing or forced clicks; or creating artificial sign-ups that are later refunded or charged back.

5.3 Search-engine advertising. You must not run or cause to be run any paid search or display advertising on Google Ads, Microsoft/Bing Ads, Apple Search Ads, Amazon, Meta, TikTok, YouTube or any other search engine, marketplace or ad network that bids on, targets or includes any Branded Term as a keyword, in ad copy, in a display URL, or as a negative-keyword exclusion omission, or that otherwise competes with or is likely to be confused with MakeUGC's own marketing. This applies to exact, phrase and broad match, and to Branded Terms combined with other words (for example, "MakeUGC review", "MakeUGC discount"). You must add all Branded Terms as negative keywords in any paid campaign that could otherwise match them. You must not direct paid traffic to makeugc.ai directly (direct linking) without our written consent.

5.4 Impersonation. You must not represent yourself as MakeUGC, as an employee, officer, agent, partner or official representative of MakeUGC, or as acting on MakeUGC's behalf; use MakeUGC's name or Branded Terms in your business name, domain, subdomain, social-media handle, email address or app name; register domains or handles containing Branded Terms; or create pages, emails or materials that could be mistaken for MakeUGC's own.

5.5 Spam and unsolicited messaging. You must not promote the Program or Referral Links by unsolicited email, SMS, WhatsApp, DMs, comments or messages in breach of PECR, GDPR, CAN-SPAM, TCPA, CASL or any other applicable anti-spam or marketing law, or by posting on platforms, forums or groups in breach of their rules.

5.6 Misleading claims. You must not make any false, misleading, unsubstantiated or exaggerated claim about MakeUGC, the Services, pricing, results, earnings, or the nature of AI-generated content; promise specific advertising results, revenue or return on ad spend; or describe AI-generated Output as real customer testimonials.

5.7 Prohibited content and channels. You must not promote MakeUGC on or in connection with content that is unlawful, defamatory, sexually explicit, violent, hateful, discriminatory, infringing or otherwise objectionable, or in connection with any product or service that is illegal or restricted in the target market.

5.8 Competing and disparaging conduct. You must not use the Program to promote a competing product, divert Referred Users to competitors, or disparage MakeUGC, its team or its customers.

5.9 Circumvention. You must not attempt to circumvent any rule in this Section through third parties, sub-affiliates, agencies or related entities. You are responsible for the conduct of anyone promoting your Referral Link.

6. MARKETING STANDARDS, DISCLOSURES AND BRAND USE

6.1 Disclosure. You must clearly and conspicuously disclose your material connection to MakeUGC in every post, video, page, email or message containing a Referral Link or promoting MakeUGC, in accordance with the UK CAP Code and CMA guidance, the FTC Endorsement Guides and Section 5 of the FTC Act, the EU Unfair Commercial Practices Directive, and the rules of the platform used (for example, "#ad", "affiliate link" or an equivalent placed where it will be seen before the link). Disclosures must not be hidden in a bio, behind a "more" link or in small print.

6.2 Truthful marketing. All statements you make about MakeUGC must be accurate, substantiated and consistent with our current website, pricing and documentation. Where you show Output, you must not present it as a real customer or real testimonial unless it is, and must comply with any AI-disclosure requirement of the platform or jurisdiction.

6.3 Brand licence. We grant you a limited, non-exclusive, revocable, non-transferable licence during the term to use Branded Terms and the Promotional Materials solely to identify and promote MakeUGC under this Agreement, in the form we provide and in accordance with any brand guidelines we issue. You must not alter Promotional Materials, create derivative logos, combine Branded Terms with your own brand in a way that suggests endorsement or partnership, or use Branded Terms in any domain, handle or business name. All goodwill accrues to MakeUGC. The licence ends automatically on termination.

6.4 Our Output. Sample Output we provide is licensed for Program use only. Output you generate on your own paid MakeUGC Account may be used in your promotions in accordance with the Terms of Service.

6.5 Approval. We may require pre-approval of specific campaigns, may require removal or amendment of any material at any time, and may audit your channels for compliance. You must comply within 48 hours of a request.

7. COMMISSION FORFEITURE, CLAWBACK AND TERMINATION

7.1 Breach. If you breach Section 5 or 6, or otherwise breach this Agreement or the Program Documents, MakeUGC may, without notice and without liability: void all affected referrals; forfeit all accrued and unpaid Commission, whether or not related to the breach; claw back Commission already paid in the 12 months before the breach was identified, which becomes a debt repayable within 14 days; suspend or terminate your Affiliate Account and any Linked Account, including your MakeUGC customer Account; permanently ban you, your business and related persons from the Program and the Services; and report the conduct to ad networks, platforms, payment providers and, where unlawful, law enforcement. Self-referral, fraud, search-ad breaches and impersonation result in a permanent ban in every case.

7.2 Liquidated amount for search-ad breaches. You acknowledge that paid-search bidding on Branded Terms directly inflates MakeUGC's own cost per click and diverts customers it would otherwise have acquired. For each day on which a breach of Section 5.3 occurs, you agree to pay MakeUGC the greater of (a) all Commission earned in the 90 days before the breach was identified and (b) the amount MakeUGC spent on paid search for Branded Terms on that day, as a genuine pre-estimate of loss and not a penalty, without prejudice to any other remedy.

7.3 Termination for convenience. Either party may terminate this Agreement at any time on written notice (email suffices). You may stop promoting at any time. We may close the Program, or your participation, for any reason on 14 days' notice.

7.4 Effect of termination. On termination: your Referral Links are deactivated; the brand licence ends and you must remove all Branded Terms, Promotional Materials and Referral Links from your channels within 7 days; Commission validly earned on Qualifying Revenue received before termination (and not forfeited under Section 7.1) is paid in the ordinary course after the holding period; no Commission accrues on any payment received after termination, including renewals by Referred Users; and Sections 4.3, 4.5, 4.6, 7, 8, 9 and 10 survive.

7.5 Set-off. MakeUGC may set off any amount you owe under this Agreement or the Terms of Service against any Commission payable.

8. INDEPENDENT CONTRACTOR, TAXES, CONFIDENTIALITY AND DATA PROTECTION

8.1 Independent contractor. You are an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, joint venture or franchise relationship. You are not entitled to any employment benefit, you bear your own costs, and you have no authority to make representations, warranties or commitments on MakeUGC's behalf.

8.2 Taxes and compliance. You are responsible for all taxes, registrations, licences and filings relating to your Commission and your promotional activities, and for compliance with all laws applicable to you, including advertising, consumer-protection, anti-spam, data-protection and tax laws in every jurisdiction you target.

8.3 Confidentiality. Commission rates, Program performance data, conversion data, customer information, unreleased features, pricing not on the public website and any information marked or reasonably understood to be confidential are MakeUGC's Confidential Information. You must keep it confidential, use it only for the Program, and not disclose it to any third party, during the term and for three (3) years after. You may disclose that you are a MakeUGC affiliate.

8.4 Data protection. Each party is an independent controller of any personal data it processes under this Agreement. You must process personal data of prospective customers lawfully, provide any required notices, obtain any required consents for marketing, honour opt-outs, and not share customer personal data with MakeUGC except through the Referral Link mechanism. We will not share Referred Users' personal data with you beyond aggregate or pseudonymised performance data. Personal data about you is processed under the Privacy Policy, including sharing with our affiliate-tracking and payout providers and tax authorities.

8.5 Records and audit. You must keep accurate records of your promotional activities for two (2) years and provide them within 7 days of our request so that we can verify compliance.

9. INTELLECTUAL PROPERTY, WARRANTIES, LIABILITY AND INDEMNITY

9.1 Intellectual property. As between the parties, MakeUGC owns all rights in the Services, the Branded Terms, the Promotional Materials, the Program, the tracking system and all data generated by it. No rights are granted except the limited licence in Section 6.3. Any feedback or suggestions you provide may be used by MakeUGC without restriction or compensation.

9.2 Your warranties. You represent and warrant that: you have the right to enter into this Agreement; your channels, content and promotional activities comply and will comply with all applicable laws, platform rules and this Agreement; you own or have the rights to all content you use; and all information you provide is accurate.

9.3 Disclaimer. The Program, the tracking system, Promotional Materials and the Services are provided "as is" and "as available". MakeUGC makes no warranty that the Program will be uninterrupted or error-free, that tracking will record every referral, or that you will earn any particular Commission.

9.4 Limitation of liability. To the fullest extent permitted by law, MakeUGC shall not be liable for any indirect, consequential, special or punitive loss, or for loss of profits, revenue, business, goodwill or data, arising out of or in connection with the Program. MakeUGC's total aggregate liability to you under or in connection with this Agreement shall not exceed the Commission actually paid to you in the six (6) months preceding the event giving rise to the claim. Nothing in this Agreement excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability that cannot be excluded by law.

9.5 Indemnity. You will indemnify, defend and hold harmless MakeUGC, its Affiliates, directors, officers, employees, contractors and agents from and against all claims, demands, actions, liabilities, losses, damages, fines, penalties, regulatory actions, costs and expenses (including reasonable legal fees) arising out of or relating to: your promotional activities and content; any breach of this Agreement or applicable law; any claim by a Referred User or third party relating to your conduct; any tax, penalty or interest assessed on MakeUGC as a result of your tax status or failure to provide accurate tax information; and any claim that your content infringes third-party rights. MakeUGC may control the defence at your cost, and you must not settle any claim without MakeUGC's written consent.

10. CHANGES, GOVERNING LAW, GENERAL PROVISIONS AND CONTACT

10.1 Changes. We may amend this Agreement and the Program at any time by posting the revised Agreement with a new Effective Date and notifying you by email or dashboard notice. Changes to Commission rates, Commission Periods, Cookie Windows and payout terms apply prospectively from 30 days after notice; other changes apply from the Effective Date. Continued participation after the Effective Date constitutes acceptance. If you do not agree, your sole remedy is to stop participating and terminate under Section 7.3.

10.2 Governing law and disputes. This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it, is governed by the laws of England and Wales. Disputes are subject to the dispute-resolution provisions (including the informal-resolution step, LCIA arbitration seated in London and the class-action waiver) in Section 16 of the Terms of Service, which apply to this Agreement as if set out here. MakeUGC may seek injunctive relief or recover sums due in the courts of England and Wales or of any country where you or your assets are located.

10.3 Assignment. You may not assign, transfer or subcontract this Agreement or any Affiliate Account without our written consent. We may assign this Agreement to any Affiliate or successor without notice.

10.4 Entire agreement. This Agreement and the Program Documents are the entire agreement between the parties regarding the Program and supersede all prior arrangements. Where this Agreement conflicts with the Terms of Service on any matter concerning the Program, this Agreement prevails. A written offer signed by MakeUGC prevails over this Agreement to the extent of any inconsistency.

10.5 Severability, waiver, third parties, notices. If any provision is held unenforceable it is to be modified to the minimum extent necessary or severed, and the remainder continues in force. No failure or delay by MakeUGC is a waiver. No third party has rights under the Contracts (Rights of Third Parties) Act 1999. Notices to MakeUGC must be sent to help@makeugc.ai; notices to you are sent to the email address on your Affiliate Account and are deemed received 24 hours after sending.

10.6 Contact. Questions about this Agreement or the Program: help@makeugc.ai. Cinnamon Technology Limited (trading as MakeUGC), company number 15351712, Silverstream House, 45 Fitzroy Street, London, England, W1T 6EB, United Kingdom.