GTC

Terms & Conditions – Memelicensing

GENERAL TERMS AND CONDITIONS

MemeLicensing

Effective date: 25st of June 2026

1 Scope of Application, Provider, and Customer Base

These General Terms and Conditions apply to all contracts regarding the use of the platform provided by Artnerra UG (haftungsbeschränkt), operating under the brand “MemeLicensing,” as well as to the acquisition of usage rights to memes, meme-like image and video content, and other digital creative content via this platform.
The platform is intended exclusively for entrepreneurs as defined in § 14 of the German Civil Code (BGB), legal entities under public law, and special funds under public law. The conclusion of a contract with consumers as defined in § 13 of the German Civil Code (BGB) is excluded.
A “Customer” within the meaning of these General Terms and Conditions is any natural person, legal entity, or partnership with legal capacity that, at the time of concluding the contract, is acting in the course of its commercial, self-employed professional, freelance, agency-related, brand-related, or other business activities and acquires rights of use to content via the platform or by any other means authorized by the Provider.
During the ordering process, the customer must expressly confirm that they are acting in an entrepreneurial, business, commercial, or professional capacity, that they are acquiring the license for business, commercial, or professional purposes, and that they are not placing an order as a consumer or private individual.
If there are indications that, contrary to paragraph 2, the customer is acting as a consumer or private individual or is providing inaccurate information regarding their business status, the Provider is entitled to reject an order, withhold activation, block an activation that has already taken place, rescind the contract to the extent permitted by law, or terminate the contractual relationship for cause.
Any deviating, conflicting, or supplementary terms and conditions of the customer shall not apply unless the Provider expressly agrees to their validity in writing. This also applies if the Provider renders services without reservation while aware of conflicting or deviating terms and conditions.
Individual agreements between the Provider and the Customer take precedence over these General Terms and Conditions. To the extent permitted by law, a written confirmation is required for the content of such agreements.

2 Platform, Curated Catalog, and Document Hierarchy

The Provider operates the Platform as a curated digital marketplace for licensed content. Through the Platform, customers may acquire rights of use to individual pieces of content or to content available as part of a subscription, in accordance with the selected license model.
The Platform is not an open self-listing platform. Creators, rights holders, or other third parties may not list content or offer it for licensing on their own without review and approval by the Provider.
Prior to adding content to the catalog, the Provider enters into separate agreements with creators, rights holders, or authorized licensing partners. These agreements may include, in particular, representations regarding authorship, ownership of rights, authorization to license, clearance of rights, and the absence of conflicting third-party claims.
The Provider reviews content prior to its inclusion in the catalog with commercially reasonable effort and endeavors to contractually secure the catalog content for the offered licensing models. This process does not extend the Customer’s scope of use beyond the respective licensed model, the respective product description, these General Terms and Conditions, or an individual agreement.
The Provider is not obligated to create custom content for the Customer unless this is expressly agreed upon separately. The subject matter of the contract is the granting of rights of use to the content provided or released by the Provider in accordance with these General Terms and Conditions, the respective product or license description, and any individual agreements.
These General Terms and Conditions take precedence over FAQs, license comparison matrices, help texts, website explanations, marketing information, overviews, and other explanatory content, unless such content is expressly confirmed to the Customer as an integral part of the contract. Such content is intended to guide the Customer and does not extend the scope of the license beyond these General Terms and Conditions, the respective product description, or any individual agreement.
The Provider is entitled to make individual license models, content, features, or usage options available only to certain customer groups, countries, regions, platforms, advertising channels, or technical usage contexts, to the extent that this is necessary or appropriate for legal, technical, economic, compliance-related, or licensing reasons.

3 Conclusion of Contract, Order, and Activation

The presentation of content, licensing models, prices, and other services on the platform does not constitute a binding offer by the Provider. By placing an order, the Customer submits a binding offer to enter into the respective contract.
The contract is concluded as soon as the Provider confirms the order, activates the license, makes the content available, or begins providing the service, whichever occurs first.
Rights of use to licensed content do not take effect until the respective license has been paid for in full, activated by the Provider, and the content has been made available via the platform or an official distribution channel, unless expressly agreed otherwise.
The customer may not use licensed content until the respective license has been effectively purchased, payment has been successfully completed or approved by the Provider, and the content has been made available via the platform or an official distribution channel.
The Provider may reject, withhold, or cancel orders if required information in the ordering process is missing, inaccurate, cannot be validated, or if there are concrete indications of use outside the intended customer base, the scope of the license, or the platform’s logic.

4 Brand Scope, Market Reference, and Licensed Area of Use

Each license applies exclusively to the customer’s specifically licensed brand within the specifically declared country, market, or territory. This refers to the uniform external business presentation for which the license was acquired and which is specified in the ordering process or in an individual agreement, including the respective country, market, or territory.
A license or subscription does not automatically apply worldwide or to all country-specific, regional, or local instances of the same core brand. Country-specific accounts, market presences, or territories of the same core brand—such as “Brand Germany” and “Brand USA”—are generally considered separate licensed areas of use and each require its own license, its own subscription, a multi-market package, a global deal, or explicit approval from the provider.
Regional, local, or language-specific social media accounts of the same brand are only included if they are assigned to the same declared country, market, or territory and the brand identity, core offering, and market positioning remain essentially the same. This applies in particular to regional account versions or language localizations within the same declared market.
A separate license or express authorization from the Provider is required for additional countries, markets, or territories; separate brands; independent brand portfolios; sub-brands; product-line brands, independently positioned business lines with their own brand identity, agency clients, as well as subsequent brand expansions, corporate acquisitions, restructurings, or other transactions that materially expand the licensed scope of use.
A customer account may manage multiple brands, countries, markets, or territories. However, the scope of the license remains limited, for each license or subscription, to the respective licensed brand within the respective declared country, market, or territory. A license for a brand in a specific country, market, or territory does not automatically entitle the licensee to use that same brand in other countries, markets, or territories, or for other brands, sub-brands, agency clients, affiliated companies, or other third parties.
Multi-market packages, global deals, agency deals, enterprise deals, or other individual approvals may provide for different or expanded country, market, or territory rights. In such cases, the scope expressly agreed upon in each instance shall prevail.
The scope of the usage rights granted to the customer is determined by the selected license model, the service description provided for that model, these General Terms and Conditions, the declarations submitted by the customer—including brand, country, market, or territory—and any individual agreements.

5 Organic Post License

The Organic Post License entitles the customer to a one-time organic publication of a selected licensed meme in a single organic campaign-specific social media post for the same licensed brand within the declared country, market, or territory.
A post with identical content may be published on up to three social media accounts or social media platforms belonging to the same licensed brand within the declared country, market, or territory—for example, on Instagram, Facebook, and TikTok. This permits the multiple publication of the same campaign-specific post on up to three platforms within the same declared brand-market scope, but does not permit the creation of multiple different posts, multiple different campaigns, or use for different brands, countries, markets, or territories.
During the ordering process, the customer may specify one to three social media accounts for the same brand within the same declared country, market, or territory on which the same campaign-specific organic post is to be published. If the customer specifies fewer than three accounts during the ordering process, they may add additional accounts for the same brand within the same declared country, market, or territory during the 60-day activation period, up to a total limit of three social media platforms, provided that the platform offers this feature.
Organic use means that the post is not supported by an advertising budget. Specifically excluded are paid ads, boosting, sponsored posts, featured posts, sponsored reach, or any other forms of paid reach expansion.
The initial publication under the Organic Post License must take place within 60 days of purchasing the license. After the 60-day activation period expires, no additional accounts may be added under the same Organic Post License.
After the first permitted publication, the specific organic post may remain visible online in its unaltered form and does not need to be deleted or removed. This does not include further publications of the same meme outside the licensed scope, new posts, new campaigns, use for other brands, or subsequent use in paid advertising campaigns.
Each declared account becomes part of the license record upon storage. Once stored, the customer is generally prohibited from editing or deleting the account. Obvious technical corrections may be made upon request and after review by the provider.

6 Advertising License for Paid Advertising (One-Time Paid Advertising License)

The advertising license for paid advertising entitles the customer to use a selected licensed meme in a specific paid advertising campaign for the same licensed brand within the declared country, market, or territory.
The license-relevant configuration is specified during the ordering process. It includes, in particular, the licensed brand, the advertising platform, or—in the case of boosted posts—the relevant source platform or source handle ( ), the estimated advertising budget category, and the specifically selected paid advertising license for the respective meme.
After purchasing the license, the license-relevant configuration can be viewed in the customer account. Subsequent expansion or modification by the customer is permitted only if the Provider expressly approves it.
Paid use under the advertising license must go live within 60 days of purchasing the license. All advertising activities, boosting, sponsored distribution, or any other paid increase in reach must take place within this period. After the 60 days have expired, no further advertising, boosting, sponsored distribution, or other paid promotion may be applied to the meme.
A boosted organic social media post that went live lawfully within the permitted timeframe may remain visible in its purely organic, no-longer-promoted state after the paid usage period ends.
Dedicated paid advertising materials—in particular standalone ads, display ads, video ads, dark posts, sponsored placements, or dedicated campaign landing pages featuring the licensed meme—must be discontinued, removed, or edited so that the meme is no longer included once the paid usage period ends.
General website use is not granted by the one-time paid advertising license. Use on a landing page is permitted only as part of the specifically licensed paid advertising campaign during the permitted term of use.
In particular, the advertising license does not cover use for other campaigns, other advertising accounts, other advertising platforms, other countries, markets, or territories, other brands, sub-brands, agency clients, or other third parties, unless a separate license, a multi-market package, a global deal, or express approval from the provider exists for such use. Also excluded are use on merchandise or other physical goods, as well as extensive content edits that go beyond standard campaign-related adjustments.

7 Subscription License

The subscription license grants the customer ongoing monthly access to the available meme catalog for organic social media use by the same licensed brand within the specified country, market, or territory for the duration of the active subscription.
The standard subscription does not include paid ads, boosting, featured posts, sponsored distribution, or any other paid advertising use. Such uses are permitted only if a corresponding add-on module for paid advertising or individual approval has been agreed upon.
During the active subscription period, the customer may use available memes from the catalog for organic social media posts by the licensed brand within the specified country, market, or territory. During an active subscription, the customer may add, edit, and remove social media accounts of the same brand within the same specified country, market, or territory in the customer portal, provided that the platform offers these functions.
Organic posts lawfully published during the active subscription may remain visible online in their original form after the subscription ends and do not need to be deleted or removed. However, no new uses may be initiated after the subscription ends.
Upon expiration, termination, or other termination of the subscription, the information stored in the customer portal will generally be displayed in read-only mode as of the end of the last active monthly billing period. Edits or deletions made in the customer interface do not result in the internal deletion of historical usage and declaration data.
To the extent that the Provider provides a monthly meme trend overview as part of a subscription, this constitutes a general market and trend overview. This does not constitute strategic consulting, campaign strategy, legal advice, a performance guarantee, a conversion guarantee, or a guarantee of success.

8 Paid Advertising Add-on to the Subscription

The optional add-on module for paid advertising extends an active subscription to include paid advertising usage for the same licensed brand within the declared country, market, or territory. It allows for the use of paid campaigns via supported advertising platforms and across multiple or an unlimited number of declared advertising accounts, but exclusively for the same licensed brand within the same declared country, market, or territory and its declared or associated accounts and campaigns.
An unlimited number of advertising accounts does not mean an unlimited number of brands, countries, markets, or territories. Use for additional countries, markets, territories, brands, sub-brands, product lines, separate business entities, agency clients, or other third parties is permitted only if a separate license or express authorization from the Provider exists for such use.
While a Paid Advertising Add-on is active, the customer must declare which specific catalog meme is being used on which advertising platform or in which paid usage context. This declaration can be made during the ordering process or while the add-on is active in the customer portal, provided the platform offers this feature.
Tracking of paid uses is conducted in particular via the licensed brand, the relevant paid platform, or the source handle for boosted posts; the estimated advertising budget category; the catalog memes actually used per paid campaign; and the current status of the paid use.
If a paid campaign using a specific catalog meme is already defined upon activation of the add-on module, the customer may declare this usage immediately. If the paid campaign is launched at a later date, the corresponding meme and platform declaration must be entered in the customer area no later than the start of the actual paid display or immediately thereafter.
If a paid campaign ends, the relevant meme is removed from the campaign, or the paid display of the meme on the specified platform ends for other reasons, the customer must immediately deactivate, remove, or mark the corresponding declaration as ended or inactive in the customer portal, provided the platform offers this functionality.
To the extent that ten personalized meme examples for the customer’s brand are provided as part of a paid advertising add-on, these are examples adapted from the catalog. Unless otherwise agreed, they will be provided within seven business days after activation of the add-on. The service is deemed rendered upon provision by the Provider. The Customer is not entitled to acceptance, unlimited rounds of revisions, or iterations.
Personalized meme examples do not confer exclusivity. Any publication or paid use of these examples is subject to the same brand scope, disclosure, prohibition, paid campaign, and other usage restrictions as other licensed content. If the examples contain placeholders, illustrative materials, fonts, logos, stock elements, or other third-party components for which no publication clearance has been granted, the customer must replace these with their own cleared materials prior to actual use or obtain the necessary rights themselves.

9 Billing Period for Subscriptions with the Paid Advertising Add-on

Upon termination or non-renewal of the subscription or the add-on module for paid advertising, paid campaigns already in progress may continue for an additional 30-day transition period following the end of the current monthly billing period, provided that the respective add-on module allows for this.
During this transition period, only paid campaigns that are already running may continue. Within this transition period, further advertising may take place within the already running campaign, provided that no new paid campaign, no new advertising material, no new ad group, no new advertising account, no new advertising platform, and no new meme is added.
Upon expiration of the settlement period, all further paid ad placements must be terminated. Organic posts that have already been lawfully published may remain visible online in their original form.
The wind-down period may not be stacked, repeated, expanded, extended, or restarted through cancellation and rebooking, a change in the client account, brand, or billing information, or through similar circumvention tactics.
For the same brand within the same declared country, market, or territory, a settlement period may generally be utilized only once within a rolling twelve-month period. In the event of renewed termination or non-renewal within this period, paid use ends upon expiration of the current paid monthly billing period without an additional settlement period.

10 Agency Account and Agency License

In the case of an Agency Account and an Agency License, the agency is the contracting party and account holder. However, the rights of use granted via the Agency Account do not automatically apply to all of the agency’s clients, brands, or campaigns, but only to the client websites that have been expressly declared and approved.
Each approved client presence constitutes a separate licensed scope of use. This refers in particular to the respective client brand, product line, campaign, corporate presence, or other business-related public image of the agency’s client within the respective declared country, market, or territory.
Use for other agency clients, other client brands, other countries, markets, or territories, sub-brands, product lines, or other additional business presences is permitted only if these have been separately declared, licensed, or expressly approved by the provider.
If the same agency uses the same meme for multiple approved client presentations, each instance constitutes a separate use. Internal review, pitch preparation, mere browsing of the catalog, or mere previews do not constitute an independent licensed publication or promotional use.

11 Grant of Rights, Official Content Version, and Permitted Use

Upon purchase of a license and provision of the respective content, the Provider grants the Customer a simple, non-exclusive, non-transferable, and non-sublicensable right of use to the licensed content.
The right of use is limited to the scope of the selected license model, the licensed brand, the declared country, market, or territory, the specified platforms, accounts, campaigns, and periods of use, the declarations submitted in a timely and accurate manner, and any individual agreements.
Unless otherwise specified in the respective license model or in an individual agreement, the customer may use the licensed content only within the declared country, market, or territory and within the scope of the agreed-upon usage. The mere fact that a social media post lawfully published in the declared country, market, or territory is technically accessible worldwide does not expand the scope of the license and does not, in and of itself, constitute use in other countries, markets, or territories. However, targeted targeting, distribution, promotion, or campaign management in other countries, markets, or territories requires a separate license, a multi-market package, a global deal, or express approval from the Provider.
The license applies exclusively to the version of the content made available to the customer via the platform or through another official distribution channel of the Provider. Versions of the same or similar content that have been copied from the Internet, contain watermarks, have been modified, or originate from third parties are not covered by the license.
The customer may use the licensed content only for its own purposes within the licensed scope of use. Use for other companies, other brands, sub-brands, product lines, agency clients, affiliated companies, or other third parties is permitted only if provided for in the respective license model at or if expressly authorized by the Provider.
The customer may commission its own employees as well as freelancers, service providers, advertising agencies, media agencies, technical service providers, or other agents to implement the licensed use. These individuals may use the licensed content only on behalf of the customer and exclusively within the scope of the rights of use granted to the customer. The customer remains responsible for their actions.
The Customer does not acquire ownership of the licensed content. All copyrights, neighboring rights, and other rights to the content remain with the Provider, the creators, or other rights holders. The Customer is granted only those rights of use expressly described in these General Terms and Conditions, in the respective license model, or in an individual agreement.

12 Adaptations, Third-Party Components, and Technical Protection Measures

The customer may modify the licensed content technically and visually only to the extent necessary for its use in accordance with the contract in the respective digital format or as permitted under the respective licensing model.
In particular, the following are permitted: resizing, cropping, format conversions, compression, integration into a social media post or advertisement, and the addition of text, logos, call-to-action elements, or other campaign-related design elements, provided that this does not significantly alter the distinctive character of the content.
Edits that distort the content, place it in a misleading or unlawful context, infringe on the rights of third parties, infringe on personality rights, or give the impression that a person depicted or recognizable, a creator, a rights holder, the Provider, or a third party supports, recommends, or endorses a product, service, statement, or campaign, unless such authorization has been expressly granted.
The Provider does not grant any rights to trademarks, logos, texts, advertising claims, product images, designs, music, audio tracks, images of people, or other elements added by the Customer. The Customer is solely responsible for ensuring that they hold all rights and authorizations required for the elements they add or combine with the licensed content.
The Provider is entitled to apply technical protection measures, watermarks, metadata, usage restrictions, or other markings to the content. The Customer may not remove, modify, circumvent, or obscure such protection measures, watermarks, metadata, or markings, unless this is provided for within the scope of the properly provided licensed version.

13 Declarations, License Records, and Proof

The Customer must provide all information required for the respective scope of the license in a complete, accurate, timely, and up-to-date manner. This includes, in particular, information regarding the licensed brand, the declared country, market, or territory, social media accounts, handles, platforms, campaigns, paid-use details, and other scope-related information relevant to the license. Together with the selected license model, the product description, these General Terms and Conditions, and any individual agreements, this information determines the licensed scope of use.
Checkout and customer account declarations become part of the respective license record. The license applies only to the brands, countries, markets, territories, social media accounts, handles, platforms, meme uses, paid usage contexts, campaign details, and other scope information relevant to the license that have been declared in a timely and accurate manner.
Unclear, incorrect, incomplete, ambiguous, misleading, late, or materially incomplete information does not expand the scope of the license. In the event of such deficiencies in the declaration, the Provider is entitled to demand corrections, suspend services or uses, withhold or cancel orders or deliveries to the extent permitted by law, treat the affected use as not covered by the scope of the license, and assert rights arising from use outside the licensed scope.
Additions, edits, and removals made as part of a subscription or an add-on module for paid advertising must generally be made within the current monthly billing period in which the respective usage first occurred or the usage status changed. After the end of the respective monthly billing period, retroactive reclassification of past usage is generally not permitted.
If an estimated advertising budget category is requested during the ordering process or in the customer portal, this serves as the customer’s good-faith estimate. It may be used, in particular, for internal compliance reviews, usage analysis, pricing assessments, risk assessments, and general market analyses. This information does not, in principle, represent a fixed budget cap. Deliberately misleading, obscuring, or false information may be treated as a violation of the disclosure obligations.
The Provider may store and use license records to the extent necessary for license assignment, verification, creator payout calculation, compliance monitoring, abuse detection, rights enforcement, dispute resolution, takedown processing, legal defense, accounting, tax purposes, and documentation of the granted rights. Further information regarding the processing of personal data can be found in the Provider’s Privacy Policy.
Under the platform’s current design, the Provider does not collect passwords, login credentials, admin access, or direct access to social media accounts, advertising accounts, Business Managers, or campaign dashboards. The Customer may not provide such access data to the Provider.
The Provider is entitled to request appropriate documentation to verify the scope of the license, to verify reported uses, to assign creator payouts, to enforce legal rights, to process complaints, in cases of suspected violations of these General Terms and Conditions, or in the event of other discrepancies. This includes, in particular, public post links, handles, profile URLs, screenshots, information on campaign durations, evidence of the active or terminated status of paid uses, and other appropriate information that makes the licensed use verifiable.
The Customer must provide such documentation in full and accurately within 14 calendar days of being requested to do so, unless the Provider is permitted to set a shorter deadline in individual cases due to an urgent legal or factual need for action.
For Agency, Enterprise, Framework, Volume, Package, Multi-Market, Global, or other custom deals, the Provider may agree with the Customer on alternative, simplified, or aggregated reporting and verification processes. In this case, instead of individual declarations for each use in the customer account, aggregated reports, campaign lists, brand information, country, market, or territory information, media plans, account data, public platform data, screenshots, links, export files, or other appropriate evidence may suffice.
Even with alternative declaration and verification processes, the customer remains obligated to clearly specify or verify the licensed scope of use, the relevant brands, countries, markets, or territories, the catalog memes used, and the paid usage contexts in a manner that is sufficiently traceable so that the provider can properly carry out the scope of the license, verification, documentation, and creator payout allocation.
A simplified or aggregated declaration does not expand the scope of the license. The agreed-upon scope of brands, markets, territories, and usage remains decisive.

14 Customer’s Responsibility for Use, Target Markets, and Statements

The Provider licenses the respective content to the Customer exclusively as a digital meme asset within the scope agreed upon in the contract. The licensing does not replace a legal review or approval of the Customer’s specific campaign, advertising message, target audience, target region, display, or other use.
The Customer is solely responsible for ensuring that its specific use of the licensed content complies with all applicable legal, regulatory, platform-related, and other requirements. This applies in particular to advertising, labeling, platform, privacy, trademark, consumer, competition, media, youth protection, industry, and other regulatory requirements in the respective target market.
In particular, the Customer is responsible for ensuring that its advertising claims, product information, pricing information, and statements regarding health, finance, the environment, effects, or performance, as well as any other statements related to the licensed content, are legally permissible, accurate, and verifiable.
The Provider makes no warranty that a specific use of the licensed content is permissible in every country, on every platform, in every industry, for every product, for every target audience, or in every regulatory environment. This applies even if the content is technically available worldwide via the platform or if, in individual cases, a multi-market package, a global deal, or any other cross-country, cross-market, or cross-territorial use has been agreed upon.
The customer may not use the licensed content in a manner that creates the false impression that a person depicted or recognizable, a creator, a rights holder, the Provider, or any other third party supports, recommends, or endorses a product, service, statement, political position, organization, or campaign, unless such authorization has been expressly granted.
If the customer becomes aware that a use they have planned or commenced falls outside the scope of the granted license or may be problematic from a legal, platform-related, or factual standpoint, they must refrain from such use or cease it immediately and inform the Provider at to the extent that the rights of the Provider, rights holders, or creators may be affected.

15 Prohibited Uses

The Customer may use licensed content only within the scope of the respective granted right of use and only in a manner that complies with these General Terms and Conditions, the respective license description, any individual agreements, and the applicable legal requirements.
In particular, any use that goes beyond the scope of the purchased license model is prohibited. This applies in particular to additional publications, additional campaigns, additional platforms, additional advertising accounts, additional countries, markets, or territories, additional brands, sub-brands, product lines, agency clients, or other business activities, unless these are expressly covered by the respective license or have been approved by the Provider.
Furthermore, any use of licensed content in illegal, misleading, offensive, defamatory, discriminatory, extremist, violence-glorifying, pornographic, harmful to minors, deceptive, or otherwise impermissible contexts is prohibited.
The customer may not use licensed content for content, products, services, campaigns, or statements that typically give rise to specific legal, regulatory, or reputational risks, unless the Provider has expressly approved such use. This applies in particular to regulated industries, health-related claims, financial products, gambling, political advertising, religious or ideological campaigns, alcohol, tobacco, pharmaceuticals, medical devices, dietary supplements, adult content, weapons, safety-related products, cryptocurrency promotions, token sales, speculative crypto-financial offerings, NFTs, tokenization, blockchain-based monetization of the licensed content, and misleading financial, investment, or wealth-building claims.
The customer may not use licensed content in any manner that is likely to infringe upon personal rights, copyrights, neighboring rights, trademark rights, design rights, rights to a name, data protection rights, or other rights of third parties. This applies in particular if the customer combines the licensed content with its own or third-party elements, thereby giving rise to new legal risks.
The Customer may not place licensed content in a context that disparages, distorts, politically co-opts, or otherwise inappropriately impairs the content, any person depicted or recognizable therein, a creator, a rights holder, the Provider, or any other third party.
The customer may not use licensed content for the training, development, validation, or improvement of artificial intelligence systems, machine learning models, image recognition models, generative models, datasets, or comparable technical systems, unless the Provider has expressly authorized such use.
The Customer may not extract, distribute, sell, sublicense, or publicly offer licensed content for download in isolation; include it in asset libraries, stock databases, template systems, meme databases, or other collections; or make it available to third parties independently of the licensed use.

16 Prices, Payment, Taxes, and Billing

The prices specified by the Provider at the time of the order, the conclusion of the contract, or the individual agreement shall apply. Platform prices may be displayed in U.S. dollars net—that is, excluding sales tax, value-added tax, or other taxes—unless expressly stated otherwise. The final amount displayed to the Customer during the ordering process prior to submitting the order shall be decisive.
The Provider is entitled to calculate taxes, duties, or comparable amounts in accordance with the customer information provided during the ordering process and the applicable tax regulations. The customer is obligated to provide the billing address, business status, sales tax identification number, VAT ID, tax status, and other tax-related information completely and accurately.
For customers with a registered office or billing address in Germany, German value-added tax may be charged on the net price. For business customers with a registered office or billing address in another member state of the European Union, providing a valid VAT identification number accepted by the provider may be a prerequisite for completing the order process. If a valid and accepted VAT identification number is provided, billing may be carried out using the reverse-charge procedure, provided that the legal requirements are met.
If a required VAT identification number cannot be provided, validated, or accepted, the Provider is entitled to reject or cancel the ordering process. This applies in particular because contracts with consumers via the platform are excluded.
For customers with a registered office or billing address outside the European Union, German value-added tax is generally not shown in the standard configuration, provided the Provider is not required to do so under applicable tax regulations. Local taxes, duties, reporting obligations, withholding taxes, or other tax consequences in the customer’s country remain the customer’s responsibility, to the extent permitted by law.
Payment is due upon conclusion of the contract, unless otherwise agreed in individual cases. For individual licenses, the licensed content is generally activated or made available only after successful payment or after the Provider has otherwise approved the payment.
Payment processing is carried out via the payment methods offered during the ordering process. The Provider may, in individual cases, reject or restrict certain payment methods or make them subject to prior review. The customer has no right to a specific payment method.
No offered payment method exempts the customer from providing all required information during the ordering process. This applies in particular to the brand, billing address, tax information, license declarations, and confirmation of business use.
If a payment fails, is charged back, or if a payment amount is subsequently canceled, refunded, or not finally collected, the Provider is entitled to withhold or block the provision of content, the activation of the license, access to the customer account, or the continued use of the affected content until the matter is resolved.
Invoices may be provided to the customer electronically. Invoices may be issued in euros and may additionally show the originally displayed U.S. dollar price as well as the exchange rate used. In cases of reverse charge, a corresponding note may be included. The specific tax treatment is subject to the applicable legal situation and technical accounting practices.

17 Subscriptions, Recurring Payments, and Price Changes

For subscriptions and add-on modules, the customer owes the agreed-upon recurring fee for the respective monthly billing period. Unless expressly agreed otherwise, the monthly billing period begins on the purchase, payment, or renewal date of the respective subscription or add-on module and ends immediately before the start of the next payment or renewal period. Depending on the calendar month and the technical timing of the payment or renewal, the monthly billing period may consist of 28, 29, 30, or 31 calendar days.
By purchasing a subscription or an add-on module, the customer authorizes the provider or the designated payment service provider to collect or charge the respective recurring fees via the selected payment method until the effective cancellation of the respective plan.
A subscription entitles the customer to access new content available in the catalog only during the active term and only within the scope of the respective licensing model. Upon expiration of the paid billing period, the right to access new content from the subscription ends, unless the subscription is extended or renewed.
If the customer cancels a subscription or if it is not renewed, access remains in effect until the end of the current billing period for which payment has already been made. No pro-rata refund will be issued for unused periods, unless expressly agreed otherwise or unless required by mandatory statutory provisions.
The Provider reserves the right to change prices, license packages, subscription models, add-on modules, and scope of services with future effect. Individual licenses that have already been validly purchased remain unaffected by this. For active subscriptions, changes take effect only for future billing periods, provided that the customer was notified of the change in a timely manner before the start of the affected billing period and the customer has the opportunity to cancel the subscription before the start of the affected billing period.
The customer is not entitled to set off counterclaims or assert rights of retention, unless the customer’s counterclaim is undisputed, has been legally established, or is based on the same contractual relationship.

18 Refunds and Confirmed Errors in Rights

Purchases of licenses for digital content are, in principle, final and non-refundable once the digital asset has been activated or made available.
Refunds are specifically excluded in cases of non-use, unactivated licenses, expired activation or paid campaign periods, subsequent changes in the customer’s strategy or business operations, inability to use the asset for reasons within the customer’s control, or mere allegations of non-use after the asset has been provided.
A confirmed rights error exists only if, based on reliable information, it is established that the asset officially provided via the platform cannot be used as required within the scope of the license in question. A mere assertion, informal inquiry, unsubstantiated complaint, or unverified third-party notification is not sufficient for this purpose.
If there is a confirmed rights error regarding the asset officially provided via the platform and the license in question cannot therefore be used to the extent contractually required, the Provider shall refund the applicable license fee for Organic Post License. For subscriptions, the Provider may provide an appropriate pro-rata refund for the affected asset or the affected period.
Any further claims shall be limited to those provided for in these General Terms and Conditions and applicable laws.

19 Platform Availability, Catalog Changes, and Customer Account

The Provider makes the Platform and the content available through it accessible to the extent permitted by its technical, operational, and economic capabilities. The Customer has no right to uninterrupted, error-free, or unchanged availability of the Platform, individual functions, individual content, or specific catalog offerings at all times.
The Provider is entitled to further develop, modify, restrict, or replace the Platform, individual functions, user interfaces, and search, filter, download, licensing, and administrative functions, provided that this does not unreasonably impair the Customer’s previously acquired rights of use.
The Provider is entitled to perform maintenance work, implement security measures, make technical adjustments, perform updates, and carry out other operational measures. This may result in temporary restrictions or interruptions to the platform. The Provider will, where possible, carry out planned measures in such a way as to minimize disruption to the Customer.
For subscriptions, there is no entitlement to have specific content remain permanently available in the catalog. The Provider is entitled to remove, replace, block, or restrict the visibility of content from the catalog for legal, technical, economic, curatorial, licensing, or compliance-related reasons.
If content is removed or blocked from the catalog, this generally does not affect individual licenses that were previously validly acquired or organic posts that were previously lawfully published, provided that their continued use is permitted under the respective license model at and no legal grounds preclude such use.
The Provider makes no warranty that social media platforms, advertising platforms, hosting services, payment service providers, cloud providers, content delivery networks, or other third-party services will be available at all times or will permit the use of licensed content on a permanent basis. Changes to platform terms, account suspensions, reach restrictions, ad rejections, or other measures taken by third parties are not within the Provider’s sphere of responsibility, unless the Provider is at fault for such measures.
The customer is obligated to keep the login credentials for their customer account confidential and to protect them from access by unauthorized third parties. The customer may grant access to their customer account to their own employees, contracted freelancers, agencies, or other service providers only to the extent necessary, provided that such parties act on behalf of the customer and within the scope of the licensed use. The customer remains responsible for all actions, uses, declarations, orders, and other activities carried out via their customer account.
The customer must immediately notify the provider if there are indications of misuse, unauthorized access, or any other compromise of their customer account.

20 Suspension, Takedown, and Tiered Response Procedure

If there are concrete indications that a customer’s use violates these General Terms and Conditions, the applicable license description, individual agreements, legal requirements, platform terms, or the rights of third parties, the Provider is entitled to temporarily suspend access to specific content, license files, features, or the customer’s account, to cease providing content, to withhold further licenses, or to prohibit further use of the affected content until the matter is resolved.
If content is blocked or removed due to a legal defect, a complaint, a takedown request, a notice of infringement, a regulatory requirement, or any other significant legal risk, the customer is obligated to immediately cease further use of the affected content upon the Provider’s request, to the extent necessary to avoid or limit legal risks.
In the event of a mere informal or as yet insufficiently substantiated claim by a third party regarding rights to licensed content, the Provider is entitled to require the Customer, at short notice, to stop paid advertising and to temporarily suspend or make dedicated paid advertising materials containing the affected content unavailable to the public. This applies in particular to landing pages, dark posts, standalone advertisements, sponsored placements, or dedicated campaign pages.
In the event of a more substantial risk—particularly in the case of a formal cease-and-desist letter, credible documentary evidence, an official or judicial order, or a significant legal or reputational risk—the Provider is entitled to additionally require that the Customer temporarily make organic posts containing the affected content inaccessible to the public or remove them within a reasonable period of time.
In the event of a confirmed infringement of rights, the Provider is entitled to demand the complete and permanent cessation of any further use of the affected content. This includes paid advertising, dedicated promotional materials, and organic posts, to the extent that their continued existence is no longer legally reasonable.
The Provider is entitled, in cases of particular urgency, concrete legal risk, an official or court order, a formal notice, credible evidence, or other significant risk, to immediately demand further measures and to set shorter deadlines for such measures.
Failure to comply with a justified instruction to take down, block, suspend, remove, or correct content constitutes a separate breach of obligation. In this case, the Provider is entitled to block access to the affected content, terminate the license to the extent affected, exclude claims for reimbursement to the extent causally affected, and assert further contractual or statutory rights.

21 Direct Legal Claims (Rights Claims) Against the Customer

If the Customer receives a warning letter, a letter of claim from an attorney, a platform claim, a takedown request, a lawsuit, or any other legal complaint from an alleged or actual rights holder regarding the use of an asset officially licensed through the platform, the Customer must immediately inform the Provider and forward all relevant documents in full.
The Customer must involve the Provider appropriately before taking any independent action in response to such a complaint. In particular, without prior consultation with the Provider, the Customer may not make any admissions, enter into any settlements, make any payments, or take any other legally or economically binding measures.
The Provider will review the claim based on the official asset, the license record, the use declared by the Customer, and the internal rights documentation. The Provider will assist the Customer to a reasonable extent in properly resolving the matter.
Such support may include, in particular, verifying the chain of rights and license status, coordinating with the customer, contacting creators, rights holders, or licensing partners, providing license and rights position information, and communicating directly with the claimant or a platform, to the extent that this is reasonable and appropriate in each individual case.
The Provider remains entitled to demand takedown, blocking, suspension, removal, deactivation, or other damage mitigation measures in accordance with these General Terms and Conditions. The Customer is obligated to comply with such justified instructions without delay.
If a rights violation is confirmed regarding an asset officially made available via the platform, the refund provisions under § 18 remain unaffected. The tiered takedown procedure under § 20 also remains applicable.

22 Special Liability Provision for Legal Claims (Rights Claims) Against the Customer

Subject to the Provider’s unlimited liability under Section 26(1), the Provider shall be liable for third-party legal claims against the Customer arising from the use of an asset officially licensed through the Platform only in accordance with the following provisions. Such liability does not arise automatically on the basis of a mere allegation, warning letter, platform notification, platform claim, takedown notice, letter from an attorney, or other correspondence from third parties.
This special liability is subject to the following conditions: the complaint must directly concern the licensed asset officially made available through the platform; the customer’s use must have been declared completely, accurately, and in a timely manner; the use must have taken place within the scope of the acquired license; and the complaint must not have been caused, contributed to, or exacerbated by elements on the customer’s part.
Elements attributable to the customer include, in particular, the context of use, advertising claims, products, brands, logos, landing pages, modifications, combinations with other content, target markets, industry-specific references, or other additional content or circumstances within the customer’s sphere of responsibility.
The Provider’s special liability applies only in the event of a confirmed rights violation regarding an asset officially made available via the platform, or for defense, settlement, or legal prosecution costs that have been expressly approved in advance in writing by the Provider at . A confirmed rights violation exists only under the conditions set forth in § 18.
Only proven, necessary, and reasonable costs that are expressly covered by this special liability are eligible for reimbursement. These may include final amounts awarded to rights holders, settlement amounts approved by the Provider in writing, and reasonable external legal defense costs approved by the Provider in writing.
Not covered are indirect damages, lost profits, reputational damage, campaign failures, media spend losses, the customer’s internal costs, in-house legal costs, infringements caused by the customer, costs resulting from non-contractual use, and costs incurred without the Provider’s prior involvement and consent.
This special liability provision constitutes a comprehensive contractual liability and support provision for rights claims that is tied to the respective MemeLicensing license. It is not insurance, not an unlimited indemnification, and not a blanket assumption of all legal, settlement, defense, or damages costs. Any further claims exist only in accordance with these General Terms and Conditions and mandatory statutory provisions. The Provider’s unlimited liability under Section 26(1) remains unaffected.

23 Maximum Amounts of Special Liability for Rights Claims

Subject to the Provider’s unlimited liability under Section 26(1), the Provider’s special liability under Section 22 is limited per license model. For an Organic Post License, the special liability is capped at USD 5,000.00 per affected officially licensed asset. For a Paid Ads single license, the special liability is capped at USD 7,500.00 per affected officially licensed asset.
For a subscription without the Paid Advertising add-on, the special liability is capped at a maximum of USD 10,000.00 in aggregate per customer and subscription within a rolling twelve-month period. For a subscription with the Paid Advertising add-on, the special liability is capped at a maximum of USD 12,500.00 in aggregate per customer and subscription within a rolling twelve-month period.
The license model under which the specific use in question took place is decisive for assignment to a license model. If the same use is assigned to multiple license models or if there are multiple possible assignments, the lower applicable maximum amount applies, unless the Provider expressly confirms otherwise in writing in individual cases.
In addition, the Provider’s special liability arising from all rights claim cases falling under § 22 is limited to a total of USD 100,000 within a rolling twelve-month period. The relevant period is the twelve months preceding the Provider’s receipt of the respective complaint.
Payments, acknowledged reimbursements, and covered costs approved by the Provider arising from other cases falling under § 22 shall be credited against this total amount. If the total amount has been or is exhausted, the Provider shall have no further obligation to pay under this special liability provision.
If multiple covered cases occur when the remaining total amount is insufficient, the Provider may allocate the remaining amount proportionally based on the ratio of the respective amounts determined and covered.

24 Legal Consequences of Use Beyond the Scope of the License

If the customer uses licensed content beyond the scope granted by the contract, the customer is obligated to immediately cease, remove, or deactivate such use in violation of the contract, or to correct it in a manner that restores compliance with the contract.
In the event of a material breach, the Provider is entitled to terminate the affected license without refund or to prohibit further use of the affected content. Any payment claims already accrued by the Provider remain unaffected.
In the event of use beyond the licensed scope, the Provider is entitled to demand a retroactive license fee from the Customer corresponding to the actual scope of use, calculated according to the Provider’s commercial rates in effect at the time of discovery.
In addition, the Provider may demand lump-sum compensation for the additional licensing, documentation, monitoring, enforcement, and administrative expenses in the amount of 50% of the retroactive license fee calculated pursuant to paragraph 3. The Customer retains the right to prove that no damage or expense was incurred, or that the damage or expense was significantly lower. The Provider reserves the right to prove further damages or expenses.
The Provider’s further rights remain unaffected. This applies in particular to claims for specific damages, lost profits, reimbursement of legal costs, reimbursement of costs associated with enforcing rights, disclosure, injunctions, removal, and surrender of any enrichment obtained through unauthorized use.

25 Indemnification by the Customer

To the extent that a complaint is based on a circumstance falling within the customer’s sphere of responsibility, the customer shall indemnify the Provider against any justified claims by third parties.
This applies in particular if the complaint is based on use outside the scope of the license, an inaccurate declaration, use for brands, countries, markets, territories, accounts, campaigns, or target markets that have not been approved, an edit made by the customer, a statement added by the customer, or content added by the customer.
The indemnification covers necessary and reasonable costs of legal prosecution and defense, costs of defending against claims both in and out of court, claims for reimbursement, costs of rescission, claims for disclosure and removal, as well as other necessary expenses incurred in defending against claims or mitigating damages.
The obligation to indemnify does not apply if the asserted claim is based exclusively on the fact that the licensed content provided by the Provider was already legally defective without the specific use, modification, combination, or supplementation by the Customer, and the Customer was not aware of the defect nor was required to be aware of it. This does not apply to the extent that the Customer has contributed to or exacerbated the legal defect through their specific use, modification, combination, declaration, target market selection, or campaign design.
The customer is obligated to provide the Provider with reasonable assistance in defending against claims. This includes, in particular, providing complete and accurate information regarding the specific use, the accounts, platforms, campaigns, advertising accounts, target regions, advertising messages, modifications, and other circumstances of use.
The Provider remains entitled to conduct the legal defense itself or through attorneys it has retained, to the extent that the Provider’s own interests, the interests of creators, or the interests of other rights holders are affected. Any acknowledgments, settlements, or other amicable agreements that impose additional burdens on the Customer require the Customer’s prior consent, which may not be unreasonably withheld.

26 Liability of the Provider

The Provider shall be liable without limitation in cases of willful misconduct and gross negligence, in cases of culpable injury to life, limb, or health, in cases of fraud, in cases where a guarantee has been assumed, and in all other cases in which liability is mandatory under law.
In cases of simple negligence, the Provider is liable only for breaches of material contractual obligations. Material contractual obligations are those obligations whose fulfillment is essential for the proper performance of the contract and on whose compliance the Customer may reasonably rely.
To the extent that the Provider is liable under paragraph 2, liability is limited to foreseeable damages typical for this type of contract. Otherwise, the Provider’s liability for damages resulting from simple negligence is excluded.
The Provider shall not be liable for damages resulting from the Customer’s use of the licensed content outside the scope of use granted, outside the licensed brand, on unauthorized platforms, in unauthorized campaigns, or in any other manner contrary to the contract.
The Provider shall not be liable for damages resulting from the Customer’s advertising claims, product information, pricing information, or health-related, financial, environmental, political, or other statements. The same applies to damages arising from trademarks, logos, text, music, audio tracks, images of people, product images, designs, data, or other content added by the Customer.
The Provider is not liable for ensuring that a specific campaign, advertising claim, target region, target audience, industry, platform use, or other specific use by the Customer is permissible in every country, on every platform, or within every regulatory environment. The Customer bears responsibility for this in accordance with these General Terms and Conditions.
The Provider shall not be liable for restrictions, blocks, rejections, reach limitations, account suspensions, ad rejections, or other measures taken by social media platforms, advertising platforms, payment service providers, hosting providers, cloud providers, or other third parties, provided that the Provider is not responsible for such measures.
Subject to paragraphs 1 through 3 and the special liability provisions for rights claims under Sections 22 and 23, the Provider shall not be liable for lost profits, lost reach, lost advertising impact, lost revenue, damage to reputation, indirect damages, consequential damages, or other atypical damages, unless such damages are typical for the contract and foreseeable within the meaning of paragraph 3.
The Provider shall not be liable for damages arising from the fact that content is blocked, removed, withheld, no longer made available, or made available only on a limited basis in accordance with these General Terms and Conditions, provided that the measure is taken for a valid reason.
The Provider shall be liable for the loss of data, campaign data, processing statuses, downloaded files, or other information only in accordance with the preceding paragraphs and only to the extent that the damage could not have been avoided even if the Customer had performed proper and reasonable data backups.
To the extent that the Provider’s liability is excluded or limited, this also applies in favor of its executive bodies, legal representatives, employees, affiliated companies, and other vicarious agents. Statutory provisions regarding the burden of proof and any contributory negligence on the part of the Customer remain unaffected.

27 Data Protection

The parties shall comply with the data protection provisions applicable to them. To the extent that the Provider processes personal data of the Customer or its contacts, this is done in particular for the purpose of initiating, executing, and fulfilling the contract; managing the customer account; providing the platform; managing licenses; processing payments; communicating with the Customer; preventing misuse and fraud; enforcing legal rights; and fulfilling legal obligations.
Further information regarding the Provider’s processing of personal data can be found in the Provider’s Privacy Policy, as amended from time to time.
The customer is solely responsible for ensuring that personal data which they transmit to the Provider, enter into the platform, or process in connection with the use of licensed content may be lawfully processed. This applies in particular to personal data of employees, customers, agency clients, individuals depicted in images, influencers, testimonials, other contributors, or other third parties.
To the extent that the customer combines licensed content with personal data, images, voices, names, user IDs, profiles, location data, or other personal information, the customer is solely responsible for ensuring that all necessary legal bases, consents, information, approvals, and other requirements are in place.
The Provider generally does not process the Customer’s personal data as the Customer’s data processor. Should processing on behalf of the Customer become necessary in individual cases, the parties shall enter into a separate agreement regarding data processing prior to the commencement of such processing.

28 Confidentiality and Third-Party Requests for Information

Confidential information within the meaning of these General Terms and Conditions includes all non-public technical, economic, legal, organizational, and business information of one party that is made available to the other party or comes to the other party’s knowledge in connection with the initiation, performance, or fulfillment of the contract.
Confidential information includes, in particular, pricing structures, licensing models, non-public platform features, usage data, campaign information, billing data, customer information, information about creators, rights chains, approvals, complaints, security measures, technical interfaces, and other information that is confidential by its nature or is designated as confidential.
The receiving party may use the other party’s confidential information solely for the purpose of performing the contractual relationship. It must keep this information confidential and disclose it only to those persons who need it to perform the contract and who are themselves bound by a confidentiality obligation or subject to a statutory or professional duty of confidentiality.
Information is not considered confidential if it was already lawfully known to the receiving party at the time of receipt, is publicly known without any breach of confidentiality obligations or subsequently becomes publicly known, is lawfully disclosed to the receiving party by an authorized third party, or was independently developed by the receiving party without reliance on the other party’s confidential information.
As a general rule, the Provider does not publicly disclose which customer has licensed which asset. Identifying customer information is not disclosed to alleged rights holders, their representatives, or other third parties solely on the basis of informal inquiries or unverified claims.
Disclosure of identifying customer information is permitted only if the customer expressly consents, there is a binding judicial, administrative, or statutory disclosure obligation, duly asserted claims for information must be satisfied, there are mandatory tax or regulatory obligations, disclosure is necessary to defend the Provider’s own rights, or formal investigations by law enforcement authorities are involved.
The Provider will, where possible, first conduct a legal review of such requests, limit disclosures to the minimum necessary scope, and notify affected customers prior to disclosure, to the extent that this is legally permissible and practically feasible.
This does not affect the Provider’s right to provide a claimant with general, non-identifying information regarding the relevant asset, in particular the meme name, listing date, or listed creator or rights holder.
If a party is obligated to disclose confidential information due to statutory, regulatory, or judicial requirements, it shall inform the other party of this in advance, to the extent legally permissible and practically possible, and limit the disclosure to the necessary extent.
The confidentiality obligations shall remain in effect for the duration of the contractual relationship and for a period of five years following its termination. Statutory obligations regarding confidentiality, data protection, record retention, and evidence remain unaffected.

29 Term, Termination, and Consequences of Termination

Individual license agreements for single-user licenses or advertising licenses are concluded for the scope of use agreed upon in each case. They do not terminate merely because the specific social media post may remain organically visible in accordance with these General Terms and Conditions.
Subscriptions are entered into for the agreed-upon monthly billing period. Unless expressly agreed otherwise, the monthly billing period begins on the date of purchase, payment, or renewal and ends immediately before the start of the next payment or renewal period. Depending on the calendar month and the technical timing of the payment or renewal, the monthly billing period may consist of 28, 29, 30, or 31 calendar days.
A subscription is automatically renewed for another billing period unless it is canceled before the end of the current billing period or is not renewed in accordance with the agreed-upon terms.
A subscription or add-on module may be canceled via the account function provided by the provider or in writing. The date the provider receives the notice of cancellation is decisive.
If the customer cancels a subscription or if it is not renewed, access remains valid until the end of the current paid monthly billing period. After that, the right to download new content from the catalog, unlock it, or use it for new purposes ends.
The right of both parties to terminate the agreement for cause remains unaffected. In particular, the Provider has cause to terminate the agreement if the Customer materially or repeatedly violates these General Terms and Conditions, license descriptions, payment obligations, disclosure obligations, usage restrictions, or legal requirements.
Furthermore, good cause on the part of the Provider exists if the Customer provides inaccurate information regarding its brand, sub-brands, agency clients, social media accounts, advertising accounts, campaigns, or other license-related information; if there are payment issues, chargebacks, or suspected misuse; or if the continued performance of the contract entails significant legal, economic, or reputational risks for the Provider.
In the event of a justified extraordinary termination by the Provider, the Provider is entitled to block the Customer’s access to the platform, subscriptions, add-on modules, license files, and other features, in whole or in part. Any payment claims already accrued by the Provider remain unaffected.
The termination of a subscription, an add-on module, or the customer account does not affect obligations and rights that, by their nature, continue to apply. This applies in particular to payment obligations, usage restrictions, obligations to cease unauthorized use, indemnification, liability, confidentiality, data protection, documentation obligations, as well as the choice of law and jurisdiction.

30 Final Provisions

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. The application of conflict-of-laws referral provisions is excluded to the extent that such exclusion is legally permissible.
The exclusive venue for all disputes arising from or in connection with the contractual relationship is, to the extent permitted by law, the Provider’s registered office.
The place of performance is the Provider’s registered office, to the extent permitted by law and unless otherwise agreed.
The Provider is entitled to amend these General Terms and Conditions with future effect to the extent that such amendments are necessary or appropriate due to changes in the legal situation , rulings by the highest courts, regulatory requirements, technical developments, security requirements, changes to the platform, changes to licensing models, or to close regulatory gaps, and provided that the Customer is not unreasonably disadvantaged as a result.
Changes will be communicated to the customer in writing or via the platform. If the customer does not object to the change within four weeks of receiving the notice, the changes shall be deemed accepted, provided that the Provider has specifically informed the customer in the change notice of the deadline, the right to object, and the consequences of remaining silent.
If the customer objects within the deadline, the contractual relationship shall continue under the previous terms and conditions. In this case, the Provider remains entitled to terminate the contractual relationship with notice, provided that a right to terminate with notice exists.
Changes to material terms of the contract—in particular, the scope of usage rights already validly acquired, the basis for compensation for licenses already purchased, or liability provisions to the detriment of the customer—require an express agreement, unless they apply exclusively to future orders, future license purchases, future billing periods, or future uses.
The customer may transfer rights and obligations arising from the contractual relationship to third parties, in whole or in part, only with the provider’s prior consent. This does not apply to the customer’s monetary claims against the provider, to the extent that a prohibition on assignment is impermissible under law.
The Provider is entitled to transfer rights and obligations arising from the contractual relationship to its affiliated companies or to a legal successor in the context of a restructuring, merger, sale of the business, or a comparable transaction, provided that this does not unreasonably impair the Customer’s legitimate interests.
Legally relevant declarations and notices may be sent to the email address provided by the customer in their customer account or via other agreed-upon communication channels. The customer is obligated to keep their contact information up to date.
The language of the contract is German. If the Provider also makes these General Terms and Conditions or other contractual documents available in English or another language, such versions are provided for informational purposes only. In the event of any ambiguity regarding interpretation, the German version shall prevail, unless expressly agreed otherwise.
Should any provision of these General Terms and Conditions be or become invalid, unenforceable, or impracticable in whole or in part, the validity of the remaining provisions shall remain unaffected.
Rights and obligations that, by their nature, are intended to survive the termination of the contractual relationship shall remain in effect even after the contract ends. This applies in particular to provisions regarding restrictions on use, payment obligations, indemnification, liability, confidentiality, data protection, choice of law, jurisdiction, and documentation obligations.

Terms & Conditions – Memelicensing

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