GENERAL TERMS AND CONDITIONS

MemeLicensing

Effective date: 28 April 2026

IMPORTANT — BUSINESS-ONLY SERVICE: MemeLicensing is offered exclusively to businesses, entrepreneurs, freelancers, content creators with commercial activity, agencies, brands, and other commercial users acting in their professional or business capacity (§ 14 BGB). The service is NOT directed at consumers (§ 13 BGB). By placing an order, the customer confirms they are purchasing for commercial, business, or professional purposes.

1. Parties and Scope of Application

These General Terms and Conditions (the “GTCs”) govern the contractual relationship between you (the “Customer”, “Licensee”, “you”) and Artnerra UG (haftungsbeschränkt), Alois-Wagner-Strasse 14, 87466 Oy-Mittelberg, Germany, registered at the Amtsgericht Kempten (Allgäu) under HRB 16755, operating the platform MemeLicensing.com (“Artnerra”, “MemeLicensing”, “we”, “us”).

These GTCs apply to all license purchases, subscriptions, and related services offered through MemeLicensing.com. The GTCs in effect at the time of order are binding for that order.

1.1 Eligibility — Business Users Only

MemeLicensing is offered exclusively to entrepreneurs, freelancers, businesses, agencies, content creators with commercial activity, brand owners, and other commercial users acting in their professional or business capacity within the meaning of § 14 BGB. The service is NOT directed at consumers within the meaning of § 13 BGB.

By placing an order, the Customer expressly confirms that:

• they are acting in their commercial, business, professional, freelance, creator, agency, or brand capacity;
• they are purchasing the license for commercial, business, or professional purposes; and
• they are not purchasing as a private consumer.

If Artnerra reasonably determines that an order was placed by an ineligible private consumer or using false eligibility information, Artnerra may reject, cancel, reverse, suspend, or terminate the order and/or the resulting license to the extent legally permissible.

1.2 Conflicting Terms

The Customer’s general terms and conditions, purchase orders, or other documents do not apply, even if Artnerra does not expressly object to them, unless Artnerra has explicitly accepted them in writing.

1.3 Order of Precedence

In case of any conflict or inconsistency between these GTCs, the License Comparison Matrix, the FAQ, or other website explanations, these GTCs shall prevail. The License Comparison Matrix and FAQ are provided for explanation and customer orientation only. They do not expand the license beyond the scope expressly permitted in these GTCs and do not create additional rights or obligations.

2. Conclusion of Contract

The presentation of licenses, subscriptions, and add-ons on MemeLicensing.com does not constitute a binding offer by Artnerra. By submitting an order through the checkout process, the Customer makes a binding offer to purchase the selected license(s).

A contract is concluded only when Artnerra confirms the order, makes the license available, or otherwise begins performance — whichever occurs first. The order confirmation may be sent by email.

The licensed rights become effective only after full payment has been received and the order has been confirmed. Until then, the Customer holds no rights in the licensed content.

3. License Types and Scope

Artnerra offers the following license types. The specific scope of rights granted depends on the license type purchased and the configuration selected at checkout.

3.1 Definitions Applicable to All License Types

Campaign. “Campaign” means one coordinated promotional use built around substantially the same licensed meme, brand, product or service, message, offer, and creative concept. Platform-native format variations, size adaptations, translations, and minor copy variations are permitted within a single Campaign. Separate brands, separate products or services, materially different offers, materially different messages, or independent campaign concepts require a separate license unless expressly approved by Artnerra in writing.

Platform Rules Responsibility. The Customer is solely responsible for ensuring that its use of the licensed content complies with the terms of service, advertising policies, community guidelines, technical requirements, and review processes of the relevant social media, advertising, or publishing platforms. Artnerra is not responsible for content rejections, takedowns, account restrictions, or other platform actions affecting the Customer’s use.

3.2 Organic Post License

The Organic Post License grants the Customer a non-exclusive, non-transferable, non-sublicensable right to use one (1) selected meme from the catalog for one (1) campaign-specific organic social media post, on up to three (3) social media platforms of the same brand.

Activation

The license must be activated within sixty (60) days after the date of purchase. Activation requires that the licensed organic post first goes live within this 60-day period. After this period, no new posts may be created under this license. Posts that were lawfully published within the activation period may remain online indefinitely on the Customer’s social media accounts.

Restrictions

• No paid promotion, boosting, sponsored distribution, or advertising spend is permitted under this license.
• No merchandise or physical product use.
• No transfer or sublicensing.
• Use is limited to the same licensed brand.

3.3 Paid Ads License

The Paid Ads License grants the Customer a non-exclusive, non-transferable, non-sublicensable right to use one (1) selected meme from the catalog for one (1) paid advertising campaign or boosted post, on one (1) advertising platform, through one (1) ad account, all relating to the same brand.

Activation and Paid Campaign Period

Within sixty (60) days after the date of purchase, the licensed meme must go live as a paid post or advertisement. During this same 60-day period — and only during this period — the Customer may run paid promotion, boosting, sponsored distribution, and ad spend involving the licensed content.

After the 60-Day Paid Campaign Period

After the 60-day period ends, the Customer must cease all paid promotion involving the licensed content. The following rules apply:

• Boosted social media posts that were lawfully published and active during the licensed period may remain visible in their organic, non-boosted state.
• Standalone advertising creative, display ads, video ads, dark posts, sponsored placements, dedicated campaign landing pages featuring the licensed meme, and any other promotional materials specifically created for paid distribution must be discontinued, removed, or edited to remove the licensed content after the paid campaign period ends.
• No new paid spend, boosting, or sponsored distribution may be applied to the licensed content.
• Continued paid use beyond the 60-day period requires a new license or written approval from Artnerra.

Restrictions

• No general website-use license is granted; landing page usage is permitted only as part of the licensed paid campaign during the active 60-day period.
• No merchandise or physical product use.
• No transfer or sublicensing.
• Use is limited to the same licensed brand and the declared advertising platform and ad account.

3.4 Subscription

The Subscription grants one brand ongoing access to the meme catalog for organic social media use, across the brand’s own social media platforms and accounts, during the active subscription period.

Billing Cycle

The Subscription is billed every thirty (30) days from the date of purchase. The 30-day billing cycle is independent of the calendar month. The Subscription renews automatically every 30 days at the then-applicable price unless cancelled by the Customer before the end of the current cycle.

Scope

• One (1) brand.
• Full catalog access during the active subscription period.
• Organic posting across the brand’s own social media platforms and accounts.
• Includes the Monthly Meme Trend Overview during active subscription.

Restrictions

Paid advertising is NOT included in the standard Subscription. The standard Subscription does not include boosting, paid promotion, sponsored distribution, dark posts, paid whitelisting, ad spend, or other paid usage of any kind. Paid usage requires the optional Paid Advertising Add-On under Section 3.5.

After the Subscription Ends

Posts that were lawfully published organically during an active Subscription may remain visible on the Customer’s social media accounts after the Subscription ends. After the Subscription ends:

• No new posts, new uses, new downloads, or new catalog accesses are permitted.
• No further use of catalog memes for new campaigns or new content is permitted.
• If the Paid Advertising Add-On was active, the rules in Section 3.5 below apply additionally.

3.5 Paid Advertising Add-On

The optional Paid Advertising Add-On extends the Subscription to include paid usage of catalog memes. The Add-On is a separate paid module available only in combination with an active Subscription.

Pricing and Billing

The Add-On is billed at the then-applicable price (currently $150) per 30-day cycle, in addition to the underlying Subscription price. The Add-On follows the same 30-day billing cycle as the underlying Subscription.

Scope During Active Subscription

• Paid campaign usage of catalog memes across advertising platforms selected, declared, or entered at checkout, or otherwise accepted by Artnerra in writing.
• Unlimited ad accounts connected to the same licensed brand.
• Ten (10) personalized meme examples adapted from catalog memes for the Customer’s brand (subject to the limitations in the dedicated section below).
• All paid promotion is limited to the same licensed brand.

“Unlimited” — Brand Scope Limitation

The term “unlimited ad accounts” means unlimited within the licensed brand scope. It does not include separate brands, sub-brands, agency clients, product-line brands, independently positioned business lines, unrelated ad accounts, or uses outside the same core brand identity and commercial offering. Section 4 below defines “same brand” in detail.

Personalized Meme Examples

The ten (10) personalized meme examples included in the Paid Advertising Add-On are non-exclusive creative examples and campaign inspiration based on catalog memes. They are provided for orientation, idea-generation, and possible use by the Customer.

The personalized meme examples do NOT include:

• Strategic consulting or campaign strategy development;
• Guaranteed performance, conversion, or campaign success;
• Exclusivity (similar examples may be provided to other Customers);
• Unlimited revisions or iterations;
• Legal clearance of any third-party content used within the examples (such as fonts, logos, brand elements, or other materials added by Artnerra solely for illustrative purposes); the Customer remains responsible for replacing such illustrative third-party elements with its own cleared materials before publication.

Artnerra will provide the ten personalized meme examples within seven (7) working days after activation of the Paid Advertising Add-On.

Any publication or paid use of the personalized meme examples remains subject to the same brand scope, prohibited uses, paid campaign rules, activation periods, and other restrictions set out in these GTCs.

Wind-Down After Cancellation or Subscription End

If the Customer cancels the Paid Advertising Add-On or the underlying Subscription, the Customer keeps full Add-On access until the end of the current 30-day cycle. Only after the current cycle ends does a one-time 30-day paid wind-down period begin.

During the 30-day wind-down period:

• Only paid campaigns that were already running during the active Add-On period may continue.
• No new paid campaigns may be started.
• No new ad creatives, new ad sets, new ad accounts, new platforms, additional brands, or new meme assets may be added.
• No materially expanded use of the licensed content is permitted.

After the 30-day wind-down period ends, all paid spend, boosting, sponsored distribution, and other paid promotion involving catalog memes must stop.

4. Same Brand — Scope Definition

All licenses cover one brand only. “Same brand” means the same brand identity, the same core commercial offering, and the same market positioning.

4.1 Included Within the Same Brand

The following uses are permitted within a single license, provided they represent the same brand identity and commercial offering:

• Regional, local, or language-specific accounts of the same core brand (e.g., country-specific Instagram accounts of the same brand).
• Different language versions of the same brand’s communications.
• Translations and localizations of the same campaign for the same brand.

4.2 Not Included — Requires Separate License

The following uses are NOT covered by a single license and require a separate license or prior written approval from Artnerra:

• Separate brands or independent brand portfolios.
• Sub-brands, product-line brands, or distinct branded sub-divisions.
• Agency clients (an agency may not use a single license for multiple end-client brands).
• Independently positioned business lines or divisions with their own brand identity.
• Mergers, acquisitions, or new brand additions after license purchase that materially expand the licensed scope.

4.3 Discretion

In case of doubt as to whether a specific use falls within the same brand scope, the Customer must contact Artnerra in advance. Use without prior clarification is at the Customer’s own risk and may constitute a breach of these GTCs.

5. Permitted Modifications and Adaptations

The Customer may adapt the licensed meme to fit campaign, platform, and brand requirements. Permitted modifications include:

• Resizing, cropping, and format adjustments for different platforms (e.g., Instagram square, TikTok vertical, YouTube horizontal).
• Adding captions, headlines, calls-to-action, or short text overlays.
• Translations into different languages.
• Light design adaptations for platform formats and brand styling.
• Adding the Customer’s own logo, brand elements, or product imagery.
• Color adjustments and minor visual treatments consistent with the brand.

Modifications must not:

• Significantly distort, deform, or destroy the visual identity or core message of the original meme.
• Disparage, mock, or harm the reputation of the original meme creator, depicted person, or asset.
• Falsely imply endorsement by, or affiliation with, the original meme creator, depicted person, or any third party.
• Be used in a manner that violates the prohibited uses set out in Section 6.

Artnerra warrants only that the licensed meme asset itself is cleared for use within the defined license scope. Any text, claim, image, logo, product, offer, or other element added by the Customer is the Customer’s sole responsibility.

6. Prohibited Uses

The Customer must not use the licensed content for any of the following purposes, regardless of the license type purchased:

6.1 Unlawful and Harmful Content

• Unlawful goods, services, or activities of any kind.
• Fraud, phishing, scams, deceptive marketing, fake giveaways, or misleading promotions.
• Hate speech, extremist content, discriminatory content, or content inciting violence.
• Defamation of third parties or content harming the reputation of identifiable individuals.
• Adult, pornographic, or sexually explicit content.
• Gambling, betting, casino-style offers, or high-risk gaming promotions.

6.2 Regulated and Sensitive Content

• Misleading health, medical, pharmaceutical, or wellness claims.
• Misleading financial, investment, or wealth-creation claims.
• Cryptocurrency promotions, token sales, or speculative crypto-financial offers.
• NFTs, tokenization, or blockchain-based monetization of the licensed content.
• Political campaigning, partisan political advertising, advocacy for or against specific political parties, candidates, or elected officials, or campaigns related to elections, referendums, or political fundraising.

6.3 Technology and Distribution

• AI training, dataset creation, model fine-tuning, or use of the licensed content as input for generative AI systems.
• Resale, sublicensing, or transfer of the licensed content to third parties.
• Bundling the licensed content into stock libraries, asset packs, or content marketplaces.

6.4 Reputation and Endorsement

• Use that disparages, mocks, or harms the reputation of the original meme creator, depicted person, asset, or platform.
• Use that implies endorsement by the original meme creator, depicted person, or any third party without prior written approval.

6.5 Out-of-Scope Use

Any use that is not expressly permitted under the applicable license type, the checkout configuration, or these GTCs is prohibited unless expressly approved by Artnerra in writing. This includes, without limitation:

• Use beyond the licensed brand scope (Section 4).
• Use beyond the activation period or paid campaign period.
• Use on additional platforms, additional ad accounts, or additional brands not declared at checkout.
• Use that materially expands the licensed scope without a separate license or written approval.

6.6 Merchandise and Physical Products

Use of the licensed content on physical products, merchandise, packaging, apparel, or for sale as physical goods is not permitted under the standard licenses and requires a separate written agreement with Artnerra.

6.7 Sanctions and Trade Compliance

The Customer must not use the licensed content in violation of applicable sanctions, export-control laws, trade restrictions, or restrictions relating to sanctioned persons, entities, countries, or territories. Artnerra may refuse, suspend, or terminate any license where Artnerra reasonably determines that the use may create sanctions, trade compliance, or similar legal risk.

7. Proof of Use, Take-Down, and Confidentiality

7.1 Proof of Use

To enforce the licensed scope and detect misuse, Artnerra may request the Customer to provide reasonable evidence of how the licensed content has been used. Such evidence may include:

• Social media handles, account identifiers, or page URLs where the licensed content has been published.
• Direct links to posts, ads, or campaigns featuring the licensed content.
• Campaign documentation, including ad account identifiers, campaign names, or platform references.
• Spend data, flight dates, and campaign duration for paid campaigns.
• Any other reasonable information necessary to verify compliance with the licensed scope.

The Customer must provide such information within fourteen (14) days of a written request. Refusal to provide reasonable evidence may be treated as a breach of these GTCs.

7.2 Third-Party Rights Claims and Take-Down Procedure

If Artnerra receives a complaint, notice, allegation, or other indication that a licensed asset may infringe third-party rights — including copyright, neighbouring rights, personality rights, publicity rights, privacy rights, trademark rights, or other intellectual property or personal rights — Artnerra may, at its reasonable discretion:

• (a) temporarily or permanently remove the affected asset from the catalog;
• (b) suspend further licensing or downloading of the affected asset;
• (c) investigate the rights claim and request further information from the creator, the Customer, the claimant, or other relevant parties;
• (d) notify affected Customers and require them to suspend or cease use of the affected asset in accordance with the take-down obligations below; and
• (e) take any other reasonable measure necessary to mitigate further infringement risk and limit legal, commercial, or reputational exposure.

Customer Take-Down Obligations — Staged Response

The scope of the Customer’s take-down obligations depends on the level of risk indicated by the rights claim. Artnerra will indicate the applicable level in its notification.

Level 1 — Mere Allegation. Where a third party has made an unsupported allegation, complaint, or informal claim, the Customer must, within forty-eight (48) hours of Artnerra’s notification: (i) cease all paid promotion of the affected asset and end any active paid campaigns; and (ii) suspend or unpublish all dedicated advertising materials featuring the affected asset, including dedicated landing pages, dark posts, standalone advertisements, sponsored placements, and dedicated campaign pages.

Level 2 — Substantiated Risk. Where Artnerra has determined, in its reasonable discretion, that there is a substantiated risk of rights infringement (including upon a formal legal notice, credible documentary evidence of a possible rights conflict, court or authority request, material legal or reputational risk, or other reasonable suspicion supported by evidence), the Customer must, within seventy-two (72) hours of Artnerra’s notification, additionally take down or unpublish all organic posts featuring the affected asset across all platforms and accounts.

Level 3 — Confirmed Rights Defect. Where a Confirmed Rights Defect (as defined in Section 10.2) has been established, the Customer must, within seventy-two (72) hours of Artnerra’s notification, fully and permanently cease all use of the affected asset, including taking down or unpublishing all paid promotion, dedicated advertising materials, and organic posts.

Artnerra Escalation Right. Notwithstanding the staged structure above, Artnerra may at any time require an immediate full take-down (including organic posts) where, in Artnerra’s reasonable discretion, the urgency, legal risk, court or authority request, formal legal notice, credible evidence, or material legal or reputational risk justifies an immediate full response. Artnerra may also require shorter take-down periods than those set out above where reasonably necessary.

In all cases, the Customer must (i) refrain from any further use of the affected asset to the extent required by the applicable level pending resolution of the matter; and (ii) cooperate with Artnerra in the investigation, including providing information about where, when, and how the asset was used.

The Customer’s compliance with these take-down obligations is a fundamental contractual duty. Failure to comply may reduce or exclude Artnerra’s Legal Guarantee under Section 10 to the extent any claim, loss, cost, or damage was caused or increased by the Customer’s delay, refusal, or continued use, and may result in revocation of the license without refund and further remedies under Section 8.

7.3 Customer Confidentiality and Information Disclosure

Artnerra treats Customer information as confidential. This includes Customer identity, license purchases, order data, payment data, account configurations, brand and platform declarations, campaign details, and any other Customer-specific information.

Artnerra does not publicly disclose which Customers have licensed which assets. Artnerra will not disclose Customer-identifying information to alleged rights holders or their representatives solely on the basis of an informal request or unverified allegation.

Artnerra may disclose Customer information only in the following cases:

• (a) where the Customer has given prior written consent to such disclosure;
• (b) where Artnerra is legally compelled to disclose by a binding court order, a legally enforceable statutory information request (including but not limited to § 101 UrhG), or a comparable legally enforceable instrument issued by a competent authority; Artnerra may require appropriate proof of entitlement and legal basis before disclosing Customer-identifying information;
• (c) where disclosure is necessary to comply with mandatory legal, tax, or regulatory obligations;
• (d) where disclosure is reasonably necessary to defend or assert Artnerra’s own legal rights in proceedings to which Artnerra is a party; or
• (e) where disclosure is required to law enforcement authorities in the context of formal investigations.

Where Artnerra receives a court order, statutory information request, or comparable legal demand for Customer information, Artnerra will, to the extent legally permissible: (i) review the request for legal validity and scope; (ii) limit disclosure to the minimum required by the order; and (iii) notify affected Customers without undue delay before complying, where the order does not prohibit such notification.

This confidentiality obligation does not prevent Artnerra from providing limited general information about an affected asset (such as meme name, listing date, listed creator or rights holder, and general asset information) to a claimant for the purpose of investigating a third-party rights claim, where such limited disclosure does not identify any individual Customer.

8. Breach of License and Remedies

In case of any breach of these GTCs by the Customer, including but not limited to use beyond the licensed scope, use by unauthorised brands, accounts, platforms, ad accounts, sub-brands, agency clients, or business lines, use beyond the applicable activation period or paid campaign period, or use in violation of the prohibited uses clause, Artnerra reserves the right to:

• (a) require the Customer to immediately cease the breaching use;
• (b) require retroactive licensing payment based on the actual scope of use, calculated at Artnerra’s then-current commercial rates plus a 50% surcharge for unauthorised use; the surcharge reflects the additional administrative, monitoring, enforcement, and commercial burden caused by unauthorised use and does not limit Artnerra’s right to claim higher damages where applicable;
• (c) require removal, takedown, disabling, or correction of the breaching use;
• (d) terminate the license without refund;
• (e) claim damages, including but not limited to lost license fees, lost profits, enforcement costs, legal costs, and other losses; and/or
• (f) pursue legal action, including copyright infringement claims and other applicable claims under relevant law.

The choice of remedy is at Artnerra’s discretion, taking into account the nature, scope, duration, severity, and commercial impact of the breach. Minor or technical breaches may be addressed through retroactive licensing or correction. Material, intentional, repeated, reputationally harmful, or unlawful breaches may result in termination, damages claims, takedown action, and legal proceedings.

9. Customer Indemnification of Artnerra

The Customer shall indemnify, defend, and hold harmless Artnerra, its officers, employees, contractors, licensors, rights holders, and the original meme creator from and against any and all claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising from or related to:

• (a) the Customer’s specific use, modification, adaptation, publication, distribution, or promotion of the licensed content;
• (b) the products, services, claims, offers, promotions, landing pages, advertisements, campaigns, or business activities in connection with which the licensed content is used;
• (c) the Customer’s compliance or non-compliance with applicable laws, advertising rules, platform rules, industry regulations, and local requirements in the territories where the content is used;
• (d) any third-party claim alleging that the Customer’s use violates trademarks, trade names, privacy rights, publicity rights, image rights, personality rights, consumer protection law, advertising law, unfair competition law, or other third-party rights;
• (e) any unlawful, misleading, fraudulent, defamatory, harmful, political, gambling-related, regulated, or prohibited use by the Customer; and
• (f) any breach by the Customer of these GTCs.

Artnerra warrants only that the licensed meme asset itself, as listed in the catalog, has been cleared for use within the defined license scope. Artnerra does not warrant the lawfulness of the Customer’s products, claims, offers, landing pages, modifications, or campaign context.

10. Artnerra Warranties, Legal Guarantee, and Liability

10.1 Official Licensed Asset Warranty

Artnerra warrants that, at the time of license delivery, it has the right to grant the licenses set out in these GTCs in respect of the official licensed asset as delivered through Artnerra’s official delivery channels (including the website checkout, the customer account, the order confirmation download link, the official download area, or any other official delivery method provided by Artnerra).

This warranty applies only to the official licensed asset as delivered by Artnerra. It does not apply to: (i) versions of the same or similar meme obtained from any other source (including search engines, social media platforms, screenshots, meme databases, third-party websites, image archives, online forums, or copies obtained from other users); (ii) third-party captioned, edited, or watermarked versions; (iii) modifications, adaptations, additions, or contextual uses by the Customer; or (iv) Customer-added content (including Customer logos, fonts, claims, products, services, offers, landing pages, music, images, persons, or other materials).

10.2 Confirmed Rights Defect

A “Confirmed Rights Defect” means a rights defect in the official licensed asset that is established by: (i) a final court decision; (ii) a settlement approved in writing by Artnerra; (iii) a written admission by Artnerra; or (iv) clear documentary evidence that, applying objective and reasonable standards and after Artnerra has had a reasonable opportunity to verify the evidence, demonstrates that Artnerra did not have the relevant rights to grant the license for the official licensed asset.

Mere claims, allegations, demands, or correspondence from third parties do not constitute a Confirmed Rights Defect. The standard requires objectively verifiable circumstances, not assertions.

10.3 Legal Guarantee — Per-Customer Caps

Subject to the conditions, exclusions, and aggregate cap set out in this Section 10, Artnerra provides a contractual Legal Guarantee covering Confirmed Rights Defects in the official licensed asset. The Legal Guarantee is a contractual liability commitment by Artnerra and does not constitute insurance.

Under the Legal Guarantee, Artnerra will compensate the Customer for the following loss types arising from a Confirmed Rights Defect, up to the maximum amounts set out below: (i) damages, fees, and amounts finally awarded to a third-party rights holder by a competent court or arbitral tribunal; (ii) settlement amounts paid to a third-party rights holder where the settlement was approved in writing by Artnerra; and (iii) reasonable external legal defense costs incurred by the Customer in connection with the third-party rights holder claim. The Legal Guarantee does not cover internal costs (such as the Customer’s own personnel time, internal management costs, or in-house legal costs) or any other loss types not expressly listed above.

• Organic Post License: USD 5,000 per affected asset.
• Paid Ads License: USD 10,000 per affected asset.
• Subscription (without Paid Advertising Add-On): USD 15,000 in aggregate per rolling twelve (12)-month period.
• Subscription with Paid Advertising Add-On: USD 25,000 in aggregate per rolling twelve (12)-month period.

These caps are maximum liability limits and do not constitute fixed, automatic, or guaranteed payments. The actual amount payable under the Legal Guarantee is limited to the loss types set out above that the Customer can demonstrate were caused by the Confirmed Rights Defect.

10.4 Aggregate Cap and Pro-Rata Handling

Artnerra’s total aggregate liability under the Legal Guarantee for all Confirmed Rights Defects under all licenses combined is limited to USD 100,000 in any rolling twelve (12)-month period.

Where Artnerra reasonably determines that several verified or anticipated Legal Guarantee claims affect the same rolling twelve-month period and may, in aggregate, exceed the aggregate cap, Artnerra may: (i) withhold or defer payments pending verification of all reasonably anticipated claims; (ii) bundle related claims for joint review; (iii) reduce payments on a pro-rata basis among affected Customers based on the verified loss attributable to each claim; and (iv) form reasonable reserves until the claim situation is sufficiently clear. For the purposes of this Section, claims are reasonably anticipated only if they are based on the same affected asset, the same underlying rights defect, or formal notices, demands, or proceedings that have already been received by Artnerra at the time of determination. Claims are processed in the order they are received and verified.

All Legal Guarantee caps in this Section 10 are stated in U.S. dollars (USD). Where payment under the Legal Guarantee is made in a currency other than USD, the amount is converted into the relevant payment currency at the European Central Bank reference exchange rate published on the date Artnerra approves the payment or, in the case of a final settlement, on the date of the settlement. Currency-conversion costs and fees are not separately reimbursed under the Legal Guarantee.

10.5 Customer Duties and Claim Handling

The Legal Guarantee applies only where the Customer has fulfilled all of the following conditions:

• (a) The Customer used the official licensed asset, not a version obtained from any third-party or unofficial source.
• (b) The Customer used the asset in compliance with the licensed scope, the prohibited uses clause, the brand scope, the activation periods, and all other terms of these GTCs.
• (c) The Customer has paid all applicable license fees in full.
• (d) The Customer notified Artnerra in writing without undue delay (and in any event within fourteen (14) days) after first becoming aware of any third-party rights claim, demand, or proceeding.
• (e) The Customer has not acknowledged any claim, made any admission, entered into any settlement, or made any payment without Artnerra’s prior written consent.
• (f) The Customer grants Artnerra control or, at Artnerra’s option, joint participation in the defense and settlement of the claim, including the right to select counsel and the right to communicate directly with the claimant; Artnerra may settle the claim on the Customer’s behalf provided that any settlement which would impose non-monetary obligations on the Customer (such as ongoing restrictions on Customer activities, public statements, or admissions of wrongdoing) requires the Customer’s prior written consent, which the Customer shall not unreasonably withhold.
• (g) The Customer cooperates fully with Artnerra, including by providing campaign documentation, platform information, account information, usage records, and other reasonable evidence.
• (h) The Customer has complied with the take-down obligations under Section 7.2.

10.6 Exclusions

The Legal Guarantee does not cover, and Artnerra is not liable for:

• (a) lost profits, lost revenue, lost business opportunities, or anticipated savings;
• (b) media spend, ad spend, campaign production costs, agency fees, internal personnel costs, or opportunity costs;
• (c) reputational damage, loss of goodwill, or loss of audience;
• (d) platform penalties, account suspensions, account bans, advertising restrictions, or platform-imposed sanctions;
• (e) damages caused by Customer modifications, Customer-added content (including Customer logos, fonts, claims, products, offers, landing pages, music, images, persons, or other materials);
• (f) damages caused by use of versions of the meme not obtained through Artnerra’s official delivery channels;
• (g) damages caused by use beyond the licensed scope, by prohibited uses, by use beyond activation or campaign periods, or by other breaches of these GTCs;
• (h) damages caused or increased by the Customer’s failure to comply with the take-down obligations or by continued use after notification;
• (i) damages caused or increased by delayed notification, unauthorized acknowledgment, unauthorized settlement, or non-cooperation by the Customer;
• (j) third-party claims relating to the Customer’s products, services, offers, claims, landing pages, business activities, or campaign context;
• (k) actions or decisions of social media platforms, advertising platforms, or third-party service providers; and
• (l) indirect, incidental, special, consequential, or punitive damages.

10.7 Mandatory Liability Carveout

Nothing in these GTCs limits or excludes Artnerra’s liability for: (i) intent or gross negligence; (ii) injury to life, body, or health; (iii) fraudulent misrepresentation; (iv) liability under the German Product Liability Act (Produkthaftungsgesetz); or (v) any other liability that cannot be limited or excluded under mandatory law. The caps and exclusions in Sections 10.3, 10.4, and 10.6 do not apply to such liability.

10.8 No Other Warranties

Except for the Official Licensed Asset Warranty in Section 10.1 and the Legal Guarantee in Sections 10.2 to 10.5, the licensed content is provided “as is” and “as available”. Artnerra makes no warranty regarding fitness for a particular purpose, performance results, campaign success, conversion rates, audience response, platform compatibility, or compliance with platform-specific rules, advertising rules, or local laws in the territories where the Customer publishes the licensed content.

11. Prices, Taxes, and Payment

Prices shown at checkout are decisive. Unless expressly stated otherwise, prices are net prices. Value-added tax (VAT), sales tax, withholding tax, reverse-charge treatment, or other applicable taxes may be added, collected, adjusted, or handled depending on the Customer’s billing location, tax status, and applicable law.

Payment is due immediately upon order. Payment is processed through the payment service providers integrated at checkout (currently Stripe and PayPal). The Customer authorizes Artnerra and its payment service providers to charge the selected payment method for the applicable license fees, subscription fees, and add-on fees, including automatic renewals.

For Subscriptions and Add-Ons, the Customer authorizes Artnerra to charge the recurring fee every 30 days from the date of purchase until cancellation.

Artnerra may change pricing for future orders or future Subscription cycles. Existing orders and currently active cycles are not affected. Customers will be informed of price changes affecting recurring Subscriptions before the next billing date.

12. Refunds

12.1 General Rule — No Refund

Due to the digital nature of the licensed content and the immediate availability of the license after purchase, all license purchases are final and non-refundable, except in the cases set out in Section 12.2 or where mandatory law provides otherwise.

Refunds are not available, including but not limited to:

• Unused or unactivated licenses.
• Expired activation periods or expired paid campaign periods.
• Subscription cancellations before the end of the current 30-day cycle.
• Change of mind, change of marketing strategy, or change of business circumstances.
• Inability of the Customer to use the licensed content for any reason on the Customer’s side.
• Cases where the Customer claims not to have used the licensed content (use of digital licenses cannot be reliably verified after delivery).

12.2 Refund in Case of Confirmed Rights Defect

Where a Confirmed Rights Defect (as defined in Section 10.2) affects an official licensed asset, Artnerra will, in addition to the Legal Guarantee under Section 10, refund the license fee paid for the affected asset, subject to the following:

• For one-time licenses (Organic Post, Paid Ads): the full license fee for the affected license is refunded.
• For Subscriptions: the refund is calculated on a pro-rata basis for the affected asset and the affected period of the subscription cycle, not for the entire subscription term, unless the Confirmed Rights Defect materially affects the value of the subscription as a whole.
• Refund amounts paid under this Section 12.2 are credited against the Legal Guarantee caps in Section 10.3 to avoid double recovery for the same loss.

Upon the Customer’s request and subject to Artnerra’s approval, Artnerra may provide a credit or a substitute license of comparable commercial value in lieu of refund, where reasonably available.

12.3 Mandatory Statutory Rights

This Section 12 does not affect any mandatory statutory rights that may apply notwithstanding these GTCs.

13. Subscription Cancellation and Term

The Subscription and the optional Paid Advertising Add-On renew automatically every 30 days from the date of purchase at the then-applicable price.

The Customer may cancel the Subscription or Add-On at any time effective at the end of the current 30-day cycle. Cancellation is effected through the Customer’s account settings or by written notice to Artnerra.

Cancellation does not entitle the Customer to a refund of fees already paid for the current cycle. The Subscription and any active Add-On remain available until the end of the current 30-day cycle. The 30-day Add-On wind-down rules in Section 3.5 apply after cycle-end.

14. Customer Account

The Customer must keep account credentials confidential to the extent necessary to prevent unauthorized third-party access. The Customer may share account access internally with employees, contractors, agency staff, freelancers, or team members acting on behalf of the licensed brand.

The Customer remains fully responsible and liable for all activity conducted through its account, including all license usage, license configurations, campaign activities, and any breaches of these GTCs by users acting under the account.

If the Customer becomes aware of unauthorized account access, the Customer must inform Artnerra without undue delay.

15. Availability and Service Changes

Artnerra makes reasonable efforts to maintain the availability of MemeLicensing.com and the licensed content delivery, but does not guarantee uninterrupted availability. Maintenance, technical issues, third-party service outages, or other events outside Artnerra’s control may temporarily affect availability.

Artnerra may modify, expand, reduce, or discontinue features, catalog items, license types, add-ons, or other aspects of the service, provided this does not materially reduce the rights granted under licenses already purchased and active.

16. Intellectual Property

Except for the rights expressly granted to the Customer under the applicable license, all intellectual property rights in the catalog, the meme assets, the website, branding, and other content of MemeLicensing.com remain with Artnerra, the original meme creators, or other rights holders. No rights are granted by implication, estoppel, or otherwise.

17. Data Protection

Artnerra processes personal data in accordance with the Privacy Policy available at memelicensing.com/privacy-policy. The Privacy Policy forms an integral part of the customer relationship and is hereby incorporated by reference.

18. Amendments to These GTCs

Artnerra may amend these GTCs to reflect changes in services, legal requirements, market conditions, or business operations. Amendments will be communicated to active Subscription and Add-On Customers in text form (e.g., by email) at least thirty (30) days before they take effect.

If the Customer does not object to the amendments within the 30-day notice period, the amendments are deemed accepted. Artnerra will inform the Customer about this consequence in the amendment notice. If the Customer objects, Artnerra may terminate the Subscription with effect from the date the amended GTCs would have taken effect.

For one-time license purchases, the GTCs in effect at the time of purchase remain applicable to that specific license.

Artnerra may increase the per-customer Legal Guarantee caps under Section 10.3 or the aggregate cap under Section 10.4 by written notice or website update. Any increase applies only from the stated effective date and only to future orders, future Subscription cycles, and future Confirmed Rights Defects. No amendment will reduce caps applicable to licenses already purchased or to Confirmed Rights Defects that occurred before the effective date, unless expressly required by law.

19. Governing Law and Jurisdiction

These GTCs and the contractual relationship between the Customer and Artnerra are governed by the laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and conflict-of-laws rules.

The exclusive place of jurisdiction for all disputes arising out of or in connection with these GTCs is, to the extent legally permissible, Kempten (Allgäu), Germany. Artnerra reserves the right to take legal action against the Customer at the Customer’s general place of jurisdiction.

Mandatory provisions of the law of the Customer’s place of habitual residence remain unaffected to the extent they cannot be derogated from by agreement.

20. Consumer Dispute Resolution

MemeLicensing’s services are offered exclusively to business users (Unternehmer within the meaning of § 14 BGB) and not to consumers. Consumer dispute resolution rules under German and European law do not apply to the contractual relationship between Artnerra and the Customer. Artnerra is neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board (Verbraucherschlichtungsstelle).

21. Final Provisions

21.1 Severability

If any provision of these GTCs is or becomes invalid, illegal, or unenforceable, the validity of the remaining provisions remains unaffected. The invalid provision shall be replaced by a valid provision that comes closest to the economic intent of the invalid provision.

21.2 Form Requirements

Amendments to or supplements of these GTCs and any individual agreements between the Customer and Artnerra must be made in writing or text form. This requirement also applies to the waiver of this form requirement.

21.3 Assignment

The Customer may not assign or transfer rights or obligations under these GTCs without Artnerra’s prior written consent. Artnerra may assign rights and obligations under these GTCs to affiliates, successors, or in connection with a sale, merger, or restructuring of the business.

21.4 Language

These GTCs are made available in English. The English version is the binding version. Translations, if any, are provided for convenience only.

21.5 Contact

For questions regarding these GTCs, contact:

Artnerra UG (haftungsbeschränkt)

Alois-Wagner-Strasse 14

87466 Oy-Mittelberg, Germany

Email: office@memelicensing.com

Phone: +49 152 09119482 / +49 159 04319470

— End of General Terms and Conditions —