LatinaUGC

creator-agreement

title: LatinaUGC Creator Agreement version: "1.0 (draft)"

LatinaUGC Creator Agreement

Version 1.0 (draft) Effective date:

This Creator Agreement (the "Agreement") is a legally binding contract between Burkhart Digil LLC ("LatinaUGC," "we," "us," or "our"), a limited liability company with its registered office at , and the individual identified as the "Creator" upon account creation ("you" or "Creator"). By submitting an application, uploading content, or using the LatinaUGC platform in any capacity, you agree to be bound by this Agreement.

If you do not agree with any part of this Agreement, you may not use the LatinaUGC platform.

1. Parties and Relationship

You and LatinaUGC are independent contracting parties. Nothing in this Agreement creates an employment, partnership, joint venture, franchise, or agency relationship. You are not entitled to any employment benefits (including but not limited to paid leave, health insurance, retirement plans, or unemployment insurance) and you are solely responsible for determining how and when you produce content, subject only to the specifications of individual assignments you voluntarily accept.

2. Eligibility and Warranties

You represent and warrant that:

  1. You are at least 18 years of age and have full legal capacity to enter into this Agreement.
  2. Every individual visible, audible, or otherwise identifiable in any content you submit is also at least 18 years of age. You will never upload content featuring a minor, under any circumstances.
  3. You own or have secured all rights, licenses, and permissions necessary to grant the rights described in Section 3, including any necessary releases from people appearing in or contributing to the content.
  4. Your content does not contain, incorporate, or reference any third-party copyrighted material, including but not limited to music, logos, trademarks, brand names, film or television clips, or any work authored by another person, unless you have obtained and can produce written permission.
  5. Your content does not violate any law, infringe any intellectual-property right, or contain defamatory, harassing, hateful, sexually explicit, or otherwise unlawful material.
  6. The information you provide during onboarding and in your profile is accurate, current, and complete.

You agree to immediately notify us and stop distribution if any of these representations ceases to be true.

3. Licensing Grants

The rights you grant to LatinaUGC depend on the type of content you submit:

3.1 Catalog Videos (non-exclusive)

For any video you upload to the LatinaUGC catalog for sale, you retain full copyright ownership and hereby grant LatinaUGC a worldwide, non-exclusive, royalty-bearing, sublicensable license to (a) reproduce, store, watermark, and otherwise prepare the content for sale; (b) display the content (watermarked or unwatermarked) on the platform, in marketing materials, and to prospective buyers; and (c) sublicense the content to buyers through LatinaUGC's standard commercial terms. This license is non-exclusive — you remain free to license the same content elsewhere, except that while the content is active in the LatinaUGC catalog you agree not to sell or distribute the same file through any other competing UGC marketplace. You may remove any catalog video from sale at any time via your creator dashboard, provided the video has not been purchased under an exclusive license (see Section 3.3); removal does not terminate any license already granted to a prior buyer.

3.2 Custom Videos (exclusive to the buyer)

For any video produced in fulfillment of a specific brand commission ("custom video"), you hereby grant to the commissioning buyer, through LatinaUGC, an exclusive, perpetual, irrevocable, worldwide, fully-paid, transferable, and sublicensable license to use, reproduce, modify, distribute, publicly display, and create derivative works of the content for any lawful purpose. This grant is intentionally broad: you agree that once a custom video has been approved and delivered, you will not use, publish, re-upload, repurpose, share, or otherwise exploit that content in any medium or on any platform, including personal social media, showreels, portfolios, or future catalog submissions. The buyer, or LatinaUGC on behalf of the buyer, is the sole commercial user of the work.

3.3 Exclusive Claims on Catalog Videos

A LatinaUGC buyer may, for an additional fee paid through the platform, purchase an exclusive license to a video you previously uploaded to the catalog. Upon notification that an exclusive claim has been processed and paid, the video is automatically removed from general sale, and you agree that from that point forward you will not use, license, publish, or commercially exploit that video anywhere. You will continue to own the underlying copyright, but the commercial use rights pass exclusively to the claiming buyer. LatinaUGC will pay you the agreed exclusivity fee as described in Section 4.

3.4 Moral Rights and Attribution

To the maximum extent permitted by applicable law, you waive any moral rights or rights of attribution in the content you submit, and you consent to the use of the content without credit. Creators appear to buyers only under their LatinaUGC alias; LatinaUGC will not publish your legal name, phone number, or payout information without your written consent.

4. Payment and Taxes

Rates. LatinaUGC pays creators a base rate per approved video, which varies by video type and is published in your creator dashboard and in the onboarding materials. The current published rates apply to all videos approved on or after their effective date; LatinaUGC may update the rate schedule with at least thirty (30) days' notice via email or in-app notification, and continued use of the platform after that notice period constitutes acceptance of the new schedule.

Earnings and payouts. Earnings for catalog videos are credited upon each sale; earnings for custom videos are credited upon buyer acceptance. Payouts are processed by manual transfer (PayPal, Nequi, or bank transfer) once your accrued balance reaches the minimum payout threshold then in effect and you have submitted a valid payout request. LatinaUGC targets a processing window of fourteen (14) business days from request to delivery, but payout timing may vary based on banking rails, currency conversion, and fraud review.

Taxes. You are solely responsible for reporting and paying any and all income taxes, self-employment taxes, value-added taxes, and other governmental levies arising from payments made under this Agreement. LatinaUGC does not withhold taxes from payouts. You agree to provide any tax documentation (including W-9 or W-8BEN forms for U.S. tax reporting) that LatinaUGC reasonably requests.

Disputes. You must notify us of any payout dispute within sixty (60) days of the relevant transaction. Claims submitted after that period are waived.

5. Term and Termination

This Agreement begins on the date you first accept it and continues until terminated. Either party may terminate this Agreement at any time, for any reason, by providing notice through the platform.

Termination does not cancel:

  • Any licenses already granted under Section 3 (including exclusive licenses sold to buyers prior to termination, which survive in perpetuity);
  • Your obligation to refrain from using custom videos or exclusively-claimed catalog videos;
  • Any unpaid earnings owed to you as of the termination date, which LatinaUGC will pay out at the next regular payout cycle, subject to the minimum payout threshold; or
  • Sections 2 (warranties), 3 (licensing grants), 4 (payment and taxes), 6 (limitation of liability), and 7 (general), which survive termination.

LatinaUGC may suspend or terminate your account immediately, without notice, if we reasonably believe you have breached this Agreement, engaged in fraud, or uploaded unlawful content.

6. Limitation of Liability

To the maximum extent permitted by applicable law, LatinaUGC, its officers, members, and affiliates will not be liable to you for any indirect, incidental, consequential, special, or punitive damages, or for any lost profits, lost earnings, or lost business opportunities, arising out of or related to this Agreement or the platform, even if advised of the possibility of such damages. LatinaUGC's total aggregate liability to you for any claim arising out of or relating to this Agreement will not exceed the total amount paid to you by LatinaUGC in the twelve (12) months preceding the event giving rise to the claim.

7. General

Governing law. This Agreement is governed by without regard to its conflict-of-laws principles. The parties submit to the exclusive jurisdiction of the courts located in that jurisdiction for any dispute arising out of or relating to this Agreement.

Entire agreement. This Agreement, together with any schedules, rate tables, and platform policies referenced herein, constitutes the entire agreement between you and LatinaUGC with respect to your use of the platform as a creator, and supersedes any prior agreements, understandings, or representations on the subject matter.

Modification. LatinaUGC may update this Agreement from time to time. Material changes will be announced by email and/or in-app notification at least thirty (30) days before they take effect. Continued use of the platform after the effective date constitutes your acceptance of the updated Agreement. If you do not agree to a change, your sole remedy is to stop using the platform and terminate your account.

Severability. If any provision of this Agreement is held unenforceable, the remaining provisions will continue in full force and effect, and the unenforceable provision will be replaced by an enforceable provision that most closely reflects the parties' original intent.

No waiver. A failure to enforce any provision of this Agreement is not a waiver of that provision or of any other provision.

Assignment. You may not assign this Agreement without LatinaUGC's prior written consent. LatinaUGC may assign this Agreement in connection with a merger, acquisition, or sale of assets without your consent.

Notices. Notices to LatinaUGC must be sent to the registered business address shown at the top of this Agreement. Notices to you may be sent to the email or phone number associated with your account.

By submitting content to LatinaUGC, you acknowledge that you have read, understood, and agreed to this Creator Agreement.