LatinaUGC Buyer Terms of Use

Versión 1.2

Version 1.2 — Effective Date: April 27, 2026

These Content License and Terms of Use (the "Terms") govern the purchase and use of video content through the LatinaUGC platform (the "Platform"), operated by Burkhart Digital LLC, a Wyoming limited liability company with its registered office at 30 N Gould St #21068, Sheridan, WY 82801, USA (the "Company").

Any individual, company, agency, or entity that purchases, downloads, or otherwise acquires content through the Platform is referred to as the "Buyer".

By creating an account, making a purchase, or downloading any content from the Platform, the Buyer agrees to be bound by these Terms. If the Buyer is acting on behalf of an organization, they represent that they have the authority to bind that organization to these Terms.

1. Definitions

"Catalog Video" means a pre-recorded video available in the Platform's public marketplace for purchase by any registered Buyer.

"Custom Order" means a video commissioned by the Buyer through the Platform, produced by a Creator according to the Buyer's specifications.

"Exclusive Claim" means the purchase of exclusive commercial rights to a specific Catalog Video, which permanently removes the video from the Platform's catalog and grants the Buyer sole commercial use.

"Bundle" means a curated package of multiple Catalog Videos offered at a combined price.

"Creator" means the individual who recorded and submitted the video content to the Platform.

"Content" means any video file, associated thumbnails, metadata, and related materials made available through the Platform.

"Wallet" means the Buyer's prepaid balance on the Platform, denominated in US Dollars, that can be used to purchase Content.

"Plan Allowance" (also referred to as "Included Content") means the monthly consumption capacity included with a paid subscription, expressed in US dollars and applicable toward Catalog Video purchases at displayed prices. The Plan Allowance resets at the end of each billing period and does not carry over. The Plan Allowance is not a deposited balance, is not refundable as cash, and is not a stored value instrument; it is a monthly cap on subscription-included consumption.

"Reseller" means a third-party platform or service authorized by the Company to redistribute Content through an API integration.

2. Account Registration and Access

(a) All purchases on the Platform — including Bundles, single Catalog Video purchases, Wallet usage, subscriptions, Custom Orders, and Exclusive Claims — require a registered account. The account is necessary so that purchased Content can be safely delivered to and re-downloaded from an account-bound library, and so that the Buyer can exercise the re-download right described in Section 6(e). Single Catalog Video purchases and Bundle purchases require an account but do not require a Wallet top-up; the Buyer may pay the displayed price directly via the Platform's payment processor at checkout.

(b) The Buyer must provide accurate and current information during registration and is responsible for maintaining the security of their account credentials.

(d) The Platform reserves the right to suspend or terminate any account that violates these Terms.

3. Purchasing Methods

3.1 Single Purchases

Buyers may purchase an individual Catalog Video without maintaining a Wallet balance. A registered account is required so the purchased Content can be delivered to an account-bound library and re-downloaded by the Buyer at any time. Single purchases are charged at the premium rate as displayed on the Platform at the time of purchase and are processed as a discrete charge through the Platform's payment processor; the Buyer is not required to add funds to a Wallet.

3.2 Wallet

Registered Buyers may add funds to their Wallet via supported payment methods. Wallet funds are used to purchase Content at the standard rate. Wallet balances do not expire and are non-refundable except as required by applicable law.

3.3 Subscriptions

(a) Subscribers pay a recurring monthly fee and receive a monthly Plan Allowance — a dollar-denominated cap on Catalog Video consumption at the standard price for that billing period. The Plan Allowance is not a deposited balance, is not refundable as cash, and is not a stored value instrument.

(b) The Plan Allowance is applied first when making purchases. Once the Plan Allowance is exhausted for the current billing period, purchases draw from the Wallet balance (if any) at the standard price. If the Plan Allowance is exhausted and there is no Wallet balance, the Buyer may either top up their Wallet or pay the premium single-purchase price for an individual video.

(c) The Plan Allowance resets at the end of each billing period and does not carry over to subsequent periods. Unused Plan Allowance has no cash value and is not converted to Wallet balance, refunds, or any other instrument.

(d) Subscriptions auto-renew unless cancelled before the end of the current billing period.

(e) Cancellation of a subscription takes effect at the end of the current billing period. No partial refunds are issued for unused portions of a billing period or for unused Plan Allowance.

(f) The Buyer retains access to subscription benefits (including any remaining Plan Allowance for the current billing period) until the end of the current billing period after cancellation.

3.4 Bundles

Bundles are curated packages of multiple videos available for a single combined price. Bundle purchases require a registered account (see Section 2(a)) so that each video in the Bundle can be delivered to the Buyer's account library and re-downloaded as needed. All videos in a purchased Bundle are subject to the same license terms as individually purchased Catalog Videos (see Section 5.1).

3.5 Reseller API

Authorized Resellers may purchase Content through the Platform's API under separate Reseller agreements. End users who acquire Content through a Reseller receive the same license rights described in these Terms. The Reseller is responsible for communicating these license terms to their end users.

4. Custom Orders

4.1 Placing a Custom Order

(a) The Buyer may place a Custom Order by specifying the video type, requirements, and any special instructions.

(b) The Buyer may either select a specific Creator or post the order to the general pool.

(c) If posted to the general pool, the first Creator to claim the order receives the exclusive right to fulfill it. The Creator must submit a completed video within twenty-four (24) hours of claiming.

(d) The Buyer reviews the submitted video in watermarked preview form. If the Buyer accepts the video, the order is complete. If the Buyer rejects the video (a reason must be provided), the order is returned to the pool for another Creator to claim.

(e) The Buyer must accept or reject a submission within twelve (12) hours of delivery. If the Buyer does not respond within this window, the submission is deemed accepted.

(f) If an order is rejected by three (3) consecutive Creator submissions, the Platform will intervene and may mediate, reassign, or cancel and refund the order at its sole discretion.

(g) The Buyer is only charged upon acceptance of a video (whether explicit or by expiry of the review window).

4.2 Delivery and Acceptance

(a) The Creator who claims the order must deliver within twenty-four (24) hours. If the Creator fails to deliver within this timeframe, the order is returned to the pool for another Creator to claim.

(b) All Custom Order videos are subject to the Platform's quality moderation before delivery to the Buyer.

(d) Custom Order videos are initially made available to the Buyer in watermarked preview form only. The Buyer must review the watermarked preview to verify that the video meets their specifications before downloading the watermark-free version.

(e) Downloading the watermark-free version of a Custom Order video constitutes final acceptance of the delivery. Once the Buyer downloads the unwatermarked file, the Buyer irrevocably waives all rights to reject, dispute, or request a refund or revision for that video. The Buyer is therefore strongly advised to thoroughly review the watermarked preview before downloading.

(f) If, after reviewing the watermarked preview but before downloading the watermark-free version, the Buyer believes the video materially fails to meet the specifications provided in the order, the Buyer may reject the submission by providing a reason. Upon rejection, the order is returned to the pool for another Creator to claim (see Section 4.1). Alternatively, the Buyer may request a credit or refund at the Platform's discretion.

4.3 Revisions and Disputes

If the Buyer believes a delivered Custom Order video does not meet the agreed specifications, they must reject the submission through the Platform before downloading the watermark-free version, providing a clear reason for the rejection. Upon rejection, the order is returned to the pool for another Creator to claim. If an order is rejected three (3) consecutive times, the Platform will intervene and may mediate, reassign, or cancel and refund the order at its sole discretion. No disputes, rejection requests, or refund claims will be accepted after the Buyer has downloaded the watermark-free version, as downloading constitutes final and irrevocable acceptance of the delivery (see Section 4.2).

5. Content License Rights

All Content available on the Platform is created by independent Creators who retain copyright ownership. By purchasing Content, the Buyer receives a license to use the Content as described below — not a transfer of copyright ownership.

5.1 Catalog Video License (Non-Exclusive)

Upon purchasing a Catalog Video (whether as a single purchase, via Wallet, applied against a Plan Allowance, or as part of a Bundle), the Buyer receives the following license:

(a) Type: Non-exclusive commercial license.

(b) Duration: Perpetual (no expiration).

(d) Permitted uses:

Paid advertising campaigns (TikTok Ads, Meta Ads, Google Ads, YouTube Ads, etc.).
Organic social media posts (TikTok, Instagram Reels, YouTube Shorts, Facebook, LinkedIn, etc.).
Website and landing page content.
Email marketing campaigns.
Presentations, pitch decks, and internal company communications.
Editing, cropping, adding text overlays, music, voiceovers, or incorporating into larger video productions.

(e) Non-exclusive means: The same video may be licensed to other buyers. The Buyer does not have exclusive use of the video unless they make an Exclusive Claim (see Section 5.3).

5.2 Custom Order License (Exclusive)

Upon delivery and acceptance of a Custom Order video, the Buyer receives the following license:

(a) Type: Exclusive commercial license.

(b) Duration: Perpetual (no expiration).

(d) Permitted uses: All uses listed in Section 5.1, plus any other lawful commercial purpose.

(e) Exclusive means: The Creator may not sell, license, distribute, or commercially use the video on any other platform or for any other party. The video is exclusively for the Buyer's commercial use.

5.3 Exclusive Claim License

The Buyer may claim exclusive rights to a Catalog Video, subject to the following conditions:

(a) Eligibility: Exclusive Claims are only available for Catalog Videos that have not been previously downloaded by any buyer. Once a video has been downloaded (even once), it is no longer eligible for an Exclusive Claim.

(b) Effect: Upon a successful Exclusive Claim, the video is permanently removed from the Platform's public catalog. No other buyer may purchase or use the video.

(c) License type: The Buyer receives a perpetual, worldwide, exclusive commercial license identical to the Custom Order license described in Section 5.2.

(d) Additional fee: An Exclusive Claim requires payment of an additional fee on top of the standard video price, as displayed on the Platform at the time of the claim.

(e) Irrevocable: Once an Exclusive Claim is processed and payment is confirmed, it cannot be reversed. The video cannot be returned to the public catalog.

5.4 License Restrictions

Regardless of the license type, the Buyer may NOT:

(a) Resell, sublicense, or redistribute the raw, unedited video files to third parties as standalone content.

(b) Upload the Content to stock footage libraries, content marketplaces, or similar platforms for resale.

(d) Use the Content in a manner that is defamatory, obscene, illegal, discriminatory, or that infringes upon the rights of any third party.

(e) Use the Content in connection with adult content, hate speech, political misinformation, or any unlawful activity.

(f) Use the Content in a way that implies the Creator personally endorses a specific product, service, or political position, unless the Creator has explicitly agreed to such use as part of a Custom Order.

(g) Remove or alter any metadata or attribution embedded in the Content by the Platform, except as reasonably necessary for editing purposes.

5.5 Editing Rights

The Buyer is permitted and encouraged to edit, modify, and incorporate purchased Content into their own productions. This includes cropping, trimming, adding text overlays, subtitles, voiceovers, background music, sound effects, color grading, and any other post-production modifications. The Buyer may combine purchased Content with other materials in larger video productions.

5.6 No Transfer of Copyright

The Buyer acknowledges and agrees that purchasing Content through the Platform does not transfer copyright ownership. Copyright remains with the original Creator. The Buyer receives only the license rights expressly described in this Section 5.

6. Previews and Watermarks

(a) All Catalog Videos are displayed with a visible watermark for preview purposes prior to purchase.

(b) The watermark-free version of the video is made available to the Buyer only after a completed purchase.

(d) Attempting to remove, circumvent, or obscure watermarks on preview content constitutes a violation of these Terms and may result in account termination and legal action.

(e) Re-download. Buyers may re-download any purchased Content from their account library at any time, at no additional charge, for as long as their account remains active. The Platform will provide reasonable technical mechanisms (such as signed download links) for re-download access. The right to re-download does not extend the license scope or duration described in Section 5.

7. Payments and Refunds

7.1 Payment Processing

(a) All prices are displayed and charged in US Dollars (USD).

(b) Payments are processed through third-party payment processors. The Platform does not store or have access to the Buyer's full payment card details.

(d) Chargeback waiver. By funding a Wallet or making any payment on the Platform, the Buyer agrees that disputes regarding charges must first be raised through the Platform's support channel before initiating a chargeback or payment dispute with their card issuer or bank. Initiating a chargeback for funds that have been used to acquire Content constitutes a material breach of these Terms and may result in account termination, recovery actions, and forfeiture of any remaining account balance.

7.2 Refund Policy

(a) Catalog Videos and Bundles. All sales of Catalog Videos and Bundles are final. The watermarked preview available before purchase provides the Buyer with the opportunity to evaluate the Content prior to committing. Once payment is processed, no refunds are issued, regardless of whether the Buyer has downloaded the file. This section does not apply to Custom Order videos, which are governed by Section 7.2(b).

(b) Custom Orders: If a Custom Order video materially fails to meet the agreed-upon specifications, the Buyer may request a refund or credit, provided the Buyer has not yet downloaded the watermark-free version. Downloading the watermark-free version constitutes final acceptance and waiver of all refund and dispute rights for that video (see Section 4.2). Refund requests must be submitted prior to downloading and are subject to the Platform's review.

(d) Subscriptions: No refunds are issued for partial billing periods. The Buyer may cancel future renewals at any time.

(e) Exclusive Claims: Exclusive Claims are non-refundable once processed.

(f) Waiver of withdrawal right for digital content. Where applicable consumer protection law (including but not limited to Colombian Estatuto del Consumidor Article 47 and EU Consumer Rights Directive Article 16(m)) provides a right of withdrawal for digital purchases, the Buyer expressly acknowledges that Content is delivered as digital files immediately upon purchase and confirmation, expressly consents to immediate delivery, and expressly waives any right of withdrawal that would otherwise apply once delivery has commenced.

8. Buyer Responsibilities

The Buyer represents and warrants that:

(a) They will use purchased Content only within the scope of the license granted under these Terms.

(b) They will not use Content in any unlawful, defamatory, or harmful manner.

(c) They will comply with all applicable laws and regulations in their use of the Content, including advertising standards, consumer protection laws, and platform-specific policies (e.g., TikTok Ads policies, Meta Ads policies).

(d) They understand that the individuals appearing in the Content are independent Creators and that the Content does not constitute a personal endorsement by the Creator unless explicitly agreed upon.

(e) They will not attempt to contact Creators directly outside the Platform to circumvent Platform fees or commission arrangements.

9. Platform Disclaimers and Limitations

9.1 Content Quality

The Platform reviews Content through its moderation process to maintain quality standards. However, the Platform does not guarantee that Content will be suitable for the Buyer's specific use case, achieve any particular performance in advertising campaigns, or meet all of the Buyer's subjective quality expectations.

9.2 Creator Representations

The Platform requires Creators to represent that they are the sole authors of their Content and that it does not infringe third-party rights. While the Platform takes reasonable measures to enforce these representations, the Platform does not independently verify the originality or legal status of every video. The Platform's liability for Creator-side infringements is limited as set forth in Section 10.

9.3 Availability

Content availability on the Platform is subject to change. Videos may be removed from the catalog due to Exclusive Claims by other buyers, Creator withdrawal, moderation decisions, or intellectual property disputes. The Platform does not guarantee that any specific video or Creator will remain available.

9.4 No Warranty

THE PLATFORM AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. Limitation of Liability

(a) To the maximum extent permitted by applicable law, the Platform's total aggregate liability to the Buyer under or in connection with these Terms shall not exceed the total amount paid by the Buyer to the Platform in the twelve (12) months preceding the claim.

(b) In no event shall the Platform be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost revenue, lost data, advertising spend losses, or campaign performance shortfalls.

(c) The Platform is not liable for any loss or damage arising from the Buyer's use of Content in violation of these Terms or applicable law.

11. Indemnification

The Buyer agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or related to:

(a) The Buyer's use of Content in violation of these Terms or the license scope.

(b) The Buyer's violation of any applicable law or regulation in connection with their use of Content.

12. Intellectual Property Disputes

If the Buyer becomes aware of any third-party claim that purchased Content infringes intellectual property rights, the Buyer must promptly notify the Platform. Upon receiving such notification, the Platform may:

(a) Investigate the claim and, if warranted, remove the Content from the catalog.

(b) At its sole discretion, provide the Buyer with a replacement video or a credit to the Buyer's Wallet.

The Platform's total liability in connection with any intellectual property dispute shall be limited to the amount paid by the Buyer for the specific Content at issue.

13. Account Suspension and Termination

(a) The Platform may suspend or terminate the Buyer's account at any time if the Buyer violates these Terms, engages in fraudulent activity, or uses the Platform in a manner that may harm the Platform, Creators, or other users.

(b) Upon termination, the Buyer's access to the Platform is revoked. Any unused Wallet balance or remaining Plan Allowance is forfeited unless otherwise required by applicable law. Plan Allowance has no cash value in any case (see Section 3.3).

(c) Licenses to Content already purchased and downloaded prior to termination remain valid and irrevocable, provided the Buyer continues to comply with the license terms.

(d) The Buyer may request account deletion at any time. Unused Wallet balances above $10.00 USD will be refunded upon request, less any applicable processing fees.

14. Non-Circumvention

The Buyer agrees not to directly or indirectly contact, solicit, or engage Creators identified through the Platform for the purpose of commissioning, purchasing, or licensing video content outside the Platform, in order to circumvent Platform fees. This restriction applies during the term of the Buyer's account and for twelve (12) months following account termination.

Violation of this provision entitles the Platform to immediately terminate the Buyer's account and seek damages for lost revenue.

15. Data Protection and Privacy

The Platform collects and processes the Buyer's personal and business data in accordance with applicable data protection laws and the Platform's Privacy Policy. By using the Platform, the Buyer consents to the collection, storage, and processing of their data for the purposes of operating the Platform, processing payments, and improving the service.

16. Governing Law and Dispute Resolution

(a) These Terms shall be governed by and construed in accordance with the laws of the State of Wyoming, United States of America, without regard to its conflict of laws principles.

(b) Any dispute arising out of or in connection with these Terms shall first be attempted to be resolved through good-faith negotiation for a period of thirty (30) days.

(c) If negotiation fails, the dispute shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator, in the English language, and the seat of arbitration shall be Cheyenne, Wyoming, United States. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

(d) Each party shall bear its own costs and attorneys' fees in connection with the arbitration, unless the arbitrator determines that the circumstances justify a different allocation.

(e) The Buyer agrees that any dispute shall be resolved on an individual basis and waives the right to participate in any class action, collective action, or representative proceeding.

(f) For disputes involving amounts under $500 USD, the parties agree to resolve the matter through simplified arbitration based on written submissions only, without a hearing, to reduce costs for both parties.

(g) Notwithstanding the above, the Platform reserves the right to seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or enforce the non-circumvention provisions of Section 14.

17. Modifications to These Terms

The Platform reserves the right to modify these Terms at any time. The Buyer will be notified of material changes via email or Platform notification at least thirty (30) days before the changes take effect. Continued use of the Platform after the effective date of modified Terms constitutes acceptance of the updated terms. Previously purchased Content remains subject to the Terms in effect at the time of purchase.

18. General Provisions

(a) Entire Agreement. These Terms, together with the Platform's Privacy Policy and any applicable Reseller agreement, constitute the entire agreement between the Buyer and the Platform with respect to the subject matter hereof.

(b) Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

(c) Waiver. The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that provision or the right to enforce it at a later time.

(d) Assignment. The Buyer may not assign or transfer any rights under these Terms without the Platform's prior written consent. The Platform may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

(e) Force Majeure. The Platform shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to natural disasters, war, terrorism, pandemics, strikes, government actions, or failures of third-party services.

(f) Notices. All notices under these Terms shall be sent via email to the addresses associated with the Buyer's account or as subsequently updated.

(g) Language. These Terms are drafted in English. In the event of any conflict between the English version and a translated version, the English version shall prevail.

Acceptance

By creating an account, adding funds to a Wallet, subscribing, placing an order, or downloading any Content from the Platform, the Buyer confirms that:

(a) They have read and understood all of these Terms.

(b) They voluntarily agree to be bound by these Terms.

(d) They understand the scope and limitations of the licenses granted herein.

These Terms constitute a binding agreement. The Buyer's electronic acceptance (through account creation, purchase, or download) has the same legal force as a handwritten signature.

— End of Content License and Terms of Use —