GENERAL TERMS AND CONDITIONS (GTC)

TABLE OF CONTENTS

Part A – General Provisions

1. Scope, Provider, User Groups
2. Registration and User Account
3. Role and Services of Clipnity
4. Contractual Structure

Part B – Campaign Contract (Creator ↔ Clipnity)

5. Subject Matter, Campaign Set-up, Campaign Rules
6. Performance Undertaking, Measurement, Validation
7. Price, VAT, Billing
8. Payment, Default in Payment, Campaign Suspension
9. Material, Main Licence, Warranties, Indemnification

Part C – Clipper Framework Agreement (Clipnity ↔ Clipper)

10. Subject Matter, Engagement, Self-employed Status
11. Sub-licence and Rights in the Clip
12. Remuneration, Due Date, Holding Period
13. Self-billed Credit Note Procedure and Tax Status
14. Balances, Payouts, Insolvency Notice

Part D – Common Provisions

15. Prohibited Content and Rules of Conduct
16. Abuse Detection, Review, Reasons, Objection
17. Notice Procedure and Points of Contact
18. Tax Cooperation and Reporting Obligations
19. Term, Termination, Account Closure
20. Liability
21. Consumers
22. Amendments to these GTC
23. Dispute Resolution
24. Final Provisions

Part E – Participation Slots and Further Services

25. Additional Group Slots, Slot Financing, Discount Codes, Rewards

1. SCOPE, PROVIDER, USER GROUPS

(1) These GTC apply to the use of the Clipnity platform, accessible at clipnity.com and app.clipnity.com, operated by:

(hereinafter „Clipnity")

(2) Clipnity is aimed at two user groups:

• Creators: clients commissioning a campaign. Creators act exclusively as entrepreneurs (§ 14 BGB (German Civil Code)).
• Clippers: suppliers of Clipnity who create clips and publish them on their own accounts with third-party platforms. Where their activity is remunerated, Clippers act exclusively as self-employed businesses.

(3) Campaign contracts and remunerated activity as a Clipper require business status. Registration and use of the user account are free of charge. Additional participation slots under Clause 25 may also be purchased by consumers (§ 13 BGB); Clause 21 governs the consumer rights that apply.

(4) Territorial scope of application. Campaigns and remuneration are currently accessible exclusively to Creators and Clippers whose registered office or residence and tax residence are in Germany. Billing takes place exclusively in euros. This restriction is enforced server-side; it serves compliance with tax provisions and is not a mere aspiration.

(5) Deviating terms of the user do not become part of the contract unless Clipnity expressly consents to their application in text form.

(6) These GTC are made available to the user prior to conclusion of the contract in a reproducible form and can be retrieved, stored and printed (§ 312i Abs. 1 Satz 1 Nr. 4 BGB).

2. REGISTRATION AND USER ACCOUNT

(1) Use of the platform requires registration. The user agreement concerning the user account is concluded upon completion of registration. It is free of charge.

(2) Users must have reached the age of 18. Participation by minors is excluded and is prevented server-side.

(3) The user must provide truthful and complete information and update any changes without undue delay. The user must keep their access credentials confidential and inform Clipnity without undue delay if misuse is suspected.

(4) There is no entitlement to registration or to admission to a campaign. Clipnity selects Creators individually during pilot operation.

(5) Confirmation of business status. Registration as a Creator as well as activation of remunerated activity as a Clipper require confirmation that the user provides or receives the service within the scope of a self-employed commercial or professional activity, as well as the provision of the tax number or VAT identification number or small-business identification number.

(6) Electronic commerce. Before a binding order is placed, Clipnity provides an order summary with an opportunity to correct entries and confirms receipt of the order electronically without undue delay (§ 312i Abs. 1 BGB). The contract language is German.

3. ROLE AND SERVICES OF CLIPNITY

(1) Own service. Clipnity provides the campaign service to the Creator in its own name and for its own account. Clipnity engages Clippers in its own name and for its own account for the creation and publication of clips. No contractual relationship is established between Creator and Clipper.

(2) Clipnity does not broker contracts, does not act as a broker, commercial agent or debt collection service provider and does not collect any amounts in the name and for the account of a user; accordingly, there are no pass-through items within the meaning of § 10 Abs. 1 Satz 4 UStG (German VAT Act).

(3) VAT supply chain. The Clippers' services are supplied to Clipnity, and the campaign service is supplied by Clipnity to the Creator. There is therefore a supply chain Clipper → Clipnity → Creator. The taxable amount of Clipnity's supply to the Creator is the agreed campaign price in full, not a differential amount. Insofar as Clipnity is to be regarded as a business involved in the provision of a service supplied via a portal, the same supply chain follows from § 3 Abs. 11 and Abs. 11a UStG („this service shall be deemed to have been supplied to and by that business"). The result is identical in both cases.

(4) No guarantee of success. Clipnity owes the proper organisation, execution and review of the campaign, not the achievement of a specific number of views, a specific reach or a specific commercial result. Only views actually achieved and validated server-side are remunerated. No assurance is given as to the number of views, the number of participating Clippers or the level of earnings.

(5) Clipnity may further develop, change or restrict the scope of functions insofar as this is reasonable for the user and does not impair the agreed scope of services of ongoing campaigns.

(6) Availability of 100 % is not owed. Maintenance work will be announced in advance where possible.

(7) The identity of individual Clippers is not disclosed to the Creator; the identity of the Creator is disclosed to the Clipper only insofar as this is necessary for carrying out the campaign. Statutory information rights of third parties remain unaffected (Clause 17 paragraph 6).

(8) Not an online intermediation service. Clipnity does not enable users to offer goods or services to other users or consumers and does not initiate direct transactions between users. Clipnity is therefore not an online intermediation service within the meaning of Art. 2 No. 2 of Regulation (EU) 2019/1150 (P2B Regulation).

4. CONTRACTUAL STRUCTURE

(1) The following contractual relationships exist:

• User agreement between the respective user and Clipnity concerning the user account (Part A, Part D);
• Campaign contract between the Creator and Clipnity concerning the campaign service (Part B);
• Clipper framework agreement between Clipnity and the Clipper concerning the creation and publication of clips (Part C).

(2) No contractual claims exist between Creator and Clipper. Statutory claims, in particular in tort, copyright, personality rights, trade mark law and competition law, remain unaffected; they do not require a contract.

(3) The campaign contract and the Clipper framework agreement are service contracts with performance-based remuneration. No specific work result is owed.

(4) For each campaign, the campaign rules, the price, the budget, the licence terms and the version of these GTC applicable at the start of the campaign or upon joining the campaign are recorded. That version remains decisive for claims that have already arisen; subsequent amendments have no retroactive effect.

5. SUBJECT MATTER, CAMPAIGN SET-UP, CAMPAIGN RULES

(1) The subject matter of the campaign contract is the organisation and execution of a clip campaign by Clipnity in accordance with the campaign rules determined by the Creator.

(2) When setting up the campaign, the Creator determines with binding effect:

• the campaign price per 100,000 validated views owed by the Creator to Clipnity,
• the budget as the upper limit of the campaign,
• the permitted source material and the permitted third-party platforms,
• the content requirements and exclusions,
• minimum views per clip and the measurement cut-off date,
• duration and number of participation slots,
• the billing period (daily, weekly or monthly),
• optionally, stricter abuse thresholds than the platform minimum (Clause 16).

(3) These determinations constitute the campaign rules. They are the service description and quality requirement in the relationship between Clipnity and the Creator. They are stored in versioned form.

(4) The Creator does not determine the remuneration of the Clippers. What Clipnity owes to the Clippers it has engaged is governed exclusively by Clipnity's price list applicable to Clippers (Clause 12) and is not part of the campaign contract. The Creator owes Clipnity exclusively the campaign price under paragraph 2.

(5) The Creator does not issue any instructions to Clipnity regarding individual Clippers and has no entitlement to the deployment of a particular Clipper.

(6) The campaign contract is concluded upon release of the campaign by Clipnity following confirmation of the server-generated quote by the Creator.

6. PERFORMANCE UNDERTAKING, MEASUREMENT, VALIDATION

(1) Clipnity owes the proper organisation and execution of the campaign, including selection and engagement of the Clippers, review of the submitted clips against the campaign rules, operation of abuse detection and billing.

(2) Only server-side validated views are billed. Views are deemed validated if they were recorded by the measurement cut-off date, reach the minimum views per clip and have passed the abuse review under Clause 16.

(3) Views based on manipulated interactions are not billed. If such views are identified after billing, Clipnity corrects the affected billing statement and issues a corresponding corrective invoice.

(4) Measurement is carried out on the basis of the data provided by the respective third-party platforms. Clipnity has no influence on the availability, accuracy and continued existence of these interfaces; Clause 20 applies.

(5) The budget limits Clipnity's claim against the Creator. Views that would result in the budget being exceeded are not billed.

7. PRICE, VAT, BILLING

(1) Decisive for the price is exclusively the server-generated, versioned quote confirmed by the Creator before the start of the campaign. It states the net amount, any discount, the tax rate, the tax amount and the gross amount in euros.

(2) One line item, no separate fee. Clipnity charges the Creator no intermediation commission and no separate platform fee. Billing takes place in a single line item („campaign service, x validated views"). Any indicative breakdown that Clipnity provides for information purposes is not part of the billing document and does not give rise to any claims of third parties.

(3) VAT. Prices quoted to Creators are net amounts plus statutory VAT. The following applies:

• For supplies up to 31.12.2026: As long as the conditions of § 19 Abs. 1 UStG are met (total turnover in the preceding calendar year not exceeding 25.000 EUR and in the current calendar year not exceeding 100.000 EUR), the supplies are exempt from tax (small-business scheme). VAT is then not shown separately; the billing documents contain the reference to the tax exemption for small businesses (§ 34a Satz 1 Nr. 5 UStDV (German VAT Implementing Ordinance)). If the threshold of 100.000 EUR is exceeded in the current calendar year, the tax exemption ends with the supply by which the threshold is exceeded; from that supply onwards, Clipnity shows VAT separately. Clipnity will inform the Creator of this without undue delay.
• For supplies from 01.01.2027: The supplies are subject to standard taxation; to that end Clipnity declares to the tax office its waiver of the application of § 19 Abs. 1 UStG (§ 19 Abs. 3 UStG). From that point in time, VAT is shown separately at the statutory tax rate; the reference to the small-business scheme no longer applies. Decisive for the allocation is the time at which the service is performed, not the start of a campaign.

(4) A platform-funded discount (credit) reduces the consideration. It is shown separately on the billing document as a reduction of the consideration, insofar as it was agreed in advance and is not already taken into account in the consideration (§ 14 Abs. 4 Nr. 7 UStG); in the case of billing documents for supplies exempt under § 19 Abs. 1 UStG, the consideration is shown as a single total after deduction of the discount (§ 34a Satz 1 Nr. 5 UStDV). If a discount is granted subsequently, Clipnity adjusts the taxable amount (§ 17 Abs. 1 UStG). Credits are price discounts granted free of charge; they are not transferable, not payable in cash and do not constitute a balance.

(5) Billing takes place for the billing period selected by the Creator (daily, weekly or monthly) in each case after its expiry.

(6) Invoice format. The Creator consents to the transmission of invoices in an electronic format (PDF), insofar as such consent is required under § 14 Abs. 1 Satz 5 UStG. The following applies:

• For invoices concerning supplies exempt under § 19 Abs. 1 UStG there is no obligation to issue an electronic invoice; they may always be transmitted as an other invoice (§ 34a Satz 4 UStDV).
• For supplies performed after 31.12.2026 and before 01.01.2028, the Creator expressly consents to transmission in an electronic format that does not correspond to the structured format of § 14 Abs. 1 Satz 6 UStG (PDF). This is based on the transitional provision of § 27 Abs. 38 Nr. 2 UStG, which requires that Clipnity's total turnover in the preceding calendar year did not exceed 800.000 EUR. If this condition is no longer met, Clipnity will switch to electronic invoicing.
• Clipnity is able to receive electronic invoices within the meaning of § 14 Abs. 1 Satz 3 und 6 UStG. Electronic invoices to Clipnity are to be transmitted to the receiving address notified in the user account.
• Creator's obligation to receive. As a domestic business, the Creator is obliged to be able to receive electronic invoices within the meaning of § 14 Abs. 1 Satz 3 und 6 UStG and shall provide Clipnity with a suitable receiving address for this purpose. From 01.01.2028, Clipnity will always issue invoices to domestic businesses as electronic invoices (§ 14 Abs. 2 Satz 2 Nr. 1 UStG). If the transitional provision ceases to apply earlier because total turnover exceeds the threshold, this applies from that point in time.

(7) Objections to a billing statement must be raised without undue delay, at the latest within 30 days of receipt, in text form. Failure to observe this period leaves the Creator's statutory claims unaffected; in particular, no approval effect occurs.

8. PAYMENT, DEFAULT IN PAYMENT, CAMPAIGN SUSPENSION

(1) Payments are processed via the payment service provider Stripe Payments Europe, Ltd. Its terms apply in addition in the relationship with the payment service provider. Clipnity does not hold customer funds for users.

(2) Payments by the Creator are made by default via SEPA credit transfer; where offered, payment by card is available as an alternative. No direct debit collection takes place. No advance payment is required.

(3) Invoices are due for payment without deduction within 7 days of receipt.

(4) Default in payment. After expiry of a grace period of 3 days from the due date, Clipnity is entitled to halt the Creator's ongoing campaigns and to block the start of new campaigns. Services already rendered remain billable. The statutory consequences of default remain unaffected.

(5) The Creator is entitled to a right of retention or set-off insofar as its counterclaim is undisputed, ready for decision or established by a final judgment or arises from the same contractual relationship.

(6) Default risk. The Clippers' remuneration claims against Clipnity exist irrespective of whether the Creator pays. Mere non-payment or default in payment by the Creator does not affect the Clippers' claims. The only exception is the reversal of payments already received within the holding period under Clause 12 paragraph 5.

9. MATERIAL, MAIN LICENCE, WARRANTIES, INDEMNIFICATION

(1) Main licence. Upon starting a campaign, the Creator grants Clipnity a non-exclusive right of use in the source material provided, limited territorially and in time to the campaign rules, including the express right to sub-license to Clippers engaged by Clipnity. Scope, permitted third-party platforms, territory, duration as well as removal and deletion rules follow from the versioned version of the campaign rules.

(2) The main licence additionally covers the rights required for the provision of the service in respect of hosting, moderation, abuse review, billing, support and compliance with statutory obligations.

(3) No marketing licence. Use of the material for Clipnity's own advertising purposes takes place only on the basis of a separate consent of the Creator relating to the specific material and revocable at any time.

(4) Creator's warranty. The Creator warrants that it holds all rights in the material provided that are required for the granting of the main licence, including copyright, ancillary copyright, music, trade mark and personality rights as well as third-party rights relating to filming locations and participating persons, and that the material does not infringe any third-party rights.

(5) Indemnification by the Creator. The Creator shall indemnify Clipnity against third-party claims based on the material provided infringing third-party rights or on the main licence not having been validly granted, insofar as the Creator is responsible for this. The indemnification covers the necessary costs of legal defence, however not exceeding the statutory fees under the German Lawyers' Remuneration Act (Rechtsanwaltsvergütungsgesetz), unless Clipnity demonstrates the necessity of higher costs in the individual case. Clipnity will inform the Creator without undue delay of any claim asserted, enable the Creator to conduct the defence and will not make any acknowledgement without the Creator's consent; this does not apply to measures which Clipnity is legally obliged to take.

(6) Lapse of the main licence. If the main licence ends by lapse of time, termination, revocation or for any other reason, the Clippers' sub-licences based on it end with it. Clipnity will inform the affected Clippers without undue delay and request them to remove or unpublish the affected clips. Remuneration claims of the Clippers that have already arisen remain unaffected.

(7) The Creator may demand the removal of a clip if it breaches the campaign rules or infringes third-party rights. Clipnity implements a justified demand without undue delay.

10. SUBJECT MATTER, ENGAGEMENT, SELF-EMPLOYED STATUS

(1) The subject matter of the Clipper framework agreement is the creation and publication of clips by the Clipper in accordance with the respective campaign rules. The sole client is Clipnity.

(2) Pure service. The Clipper owes the creation and publication of the clip. The rights of use in the clip required to perform the campaign pass to Clipnity as an ancillary obligation (Clause 11). No separate remuneration for the granting of rights is agreed, owed or valued. The remuneration under Clause 12 is paid exclusively for the service.

(3) Status of the Clipper. The Clipper acts as a self-employed business. The contractual arrangement corresponds to this status; decisive for the social security assessment is the actual performance of the contractual relationship. The following applies:

• Clipnity issues no instructions regarding working time, place of work or volume of work.
• There is no exclusivity. The Clipper may at any time work for any number of other clients and platforms, including competitors of Clipnity.
• There is no minimum volume, no obligation to be present, on standby or to respond.
• The Clipper may refuse or end participation in individual campaigns and the creation of individual clips at any time and without stating reasons. A refusal or termination will not be held against the Clipper in the selection for future campaigns.
• The Clipper uses its own operating resources and its own accounts with third-party platforms. Clipnity provides neither work equipment nor accounts.
• The Clipper is not integrated into Clipnity's workflows. There are no shifts, no teams and no line management structure. Beyond the submission of a clip under paragraph 5, there are no reporting or documentation obligations.
• The Clipper is entitled to engage its own vicarious agents for performance.
• The Clipper bears the entrepreneurial risk of its activity, in particular the risk that a clip does not reach the minimum views.

(3a) Status determination. Either party may initiate a status determination procedure. The Clipper shall inform Clipnity without undue delay of the initiation and the outcome of such a procedure.

(4) Delimitation. Campaign rules, release criteria, deadlines and abuse controls are service description and quality assurance, not employment-law instructions. They describe which result is eligible for remuneration, not how, when and where the Clipper works.

(5) Submission and release. The Clipper publishes the clip on a permitted third-party platform and subsequently submits it via the platform. Clipnity decides on the release on the basis of the published campaign rules.

(6) Deemed release. If Clipnity does not decide on a submission within 7 days of receipt, the clip is deemed released. After expiry of this period, Clipnity may refuse release only if it demonstrates and proves a breach of the published campaign rules or of Clause 15; the burden of presentation and proof in this respect lies with Clipnity. A refusal must be communicated to the Clipper stating the reason, the applicable rule and the possibility of an objection (Clause 16); insofar as rectification is possible, a reasonable period must be granted. The abuse review under Clause 16 remains unaffected.

(7) The Clipper warrants that its own contributions, in particular editing, processing and added elements, do not infringe any third-party rights and that it uses the source material exclusively within the scope of the sub-licence.

11. SUB-LICENCE AND RIGHTS IN THE CLIP

(1) Sub-licence. Upon participation in a campaign, Clipnity grants the Clipper a non-exclusive, non-transferable sub-licence in the source material, limited to the performance of the respective campaign in accordance with the campaign rules.

(2) The sub-licence cannot exceed the scope of the main licence and ends with it (Clause 9 paragraph 6). The Clipper is obliged to remove or unpublish the affected clips without undue delay upon corresponding request.

(3) The sub-licence exists from the time of participation in the campaign. Publication is permitted within the scope of the campaign rules without individual release. The validation of views gives rise to the remuneration claim, not to the licence.

(4) Rights in the clip. The Clipper grants Clipnity the non-exclusive rights of use in the finished clip required to perform the campaign, including the right to transfer them onward to the Creator within the scope of the campaign rules. The granting of rights is an ancillary obligation of the service; no separate remuneration is agreed for this (Clause 10 paragraph 2).

(5) Clipnity's rights in other user content. Beyond paragraph 4, Clipnity receives in respect of submitted content only a non-exclusive right of use limited to hosting, moderation, abuse review, billing, support and compliance with statutory obligations. Advertising use by Clipnity takes place only on the basis of a separate consent relating to the specific material and revocable at any time.

(6) Indemnification. Clipnity shall indemnify the Clipper against third-party claims based on the source material provided under the sub-licence infringing third-party rights, insofar as the Clipper has complied with the campaign rules and the sub-licence. Conversely, the Clipper shall indemnify Clipnity against third-party claims based on a breach of its warranty under Clause 10 paragraph 7 or on an exceeding of the sub-licence, insofar as the Clipper is responsible for this. The notification, defence and acknowledgement rules of Clause 9 paragraph 5 apply accordingly to both indemnifications.

(7) Takedown. If a clip is validly objected to, the Clipper is obliged to remove or unpublish it on the third-party platform without undue delay. Clipnity may block the clip within the service. Remuneration claims that have already arisen remain unaffected, insofar as the objection is not based on a breach for which the Clipper is responsible.

12. REMUNERATION, DUE DATE, HOLDING PERIOD

(1) The sole debtor of the remuneration is Clipnity. The claim exists irrespective of whether and when the Creator pays Clipnity; a payment default by the Creator is borne solely by Clipnity. There is no right of retention on account of outstanding Creator payments. The only exception is governed conclusively by paragraph 5 for chargebacks within the holding period.

(2) The amount of the remuneration is determined by Clipnity's price list applicable to Clippers at the time of participation in the campaign. It is displayed to the Clipper before participation and recorded in versioned form for the respective participation. A subsequent change to the price list has no effect on claims that have already arisen.

(3) The remuneration claim arises upon release of the clip (Clause 10 paragraphs 5 and 6) and the server-side validation of the views at the end of the billing period, by reference to the validated views.

(4) Due date and holding period. The remuneration becomes due for payout after expiry of a holding period of 7 days running from the time the claim arises. The holding period is a uniform 7 days, irrespective of how the underlying campaign is financed.

The holding period is an agreement on the due date. It serves the detection of abuse and the processing of payment chargebacks and is limited to the extent necessary for this purpose. The holding period is displayed to the Clipper before participation and stated in the billing document. Any chargeback risk extending beyond those 7 days, in particular for card-financed campaigns, is borne by Clipnity.

(5) Reservation of final receipt of payment (conclusive exception to paragraph 1). If a payment underlying the remuneration is charged back or reversed by the payment service provider or by the account-holding institution within the holding period, the affected remuneration claim is reduced accordingly; amounts already credited are charged back in the corresponding amount. Mere non-payment or mere default in payment by the Creator is not sufficient for this. The Clipper will be informed of this stating the transaction concerned and may raise an objection under Clause 16. After expiry of the holding period, Clipnity bears the chargeback risk; no reclaim then takes place.

(6) Remuneration claims and any reductions are shown separately in the billing document.

(7) Paragraphs 1 to 5 do not apply to bonuses and goodwill payments granted by Clipnity without any legal obligation; these are shown separately.

13. SELF-BILLED CREDIT NOTE PROCEDURE AND TAX STATUS

(1) Self-billing agreement. The Clipper and Clipnity hereby agree in advance that Clipnity, as the recipient of the service, bills for the Clipper's services (self-billed credit note, § 14 Abs. 2 Satz 5 UStG). The Clipper does not issue its own invoices for the services billed.

(2) The self-billed credit note is designated as such (§ 14 Abs. 4 Nr. 10 UStG; in the case of supplies exempt under § 19 UStG, § 34a Satz 1 Nr. 6 UStDV) and contains the statutory mandatory particulars, in particular the name and address of both parties, the tax number or VAT identification number or small-business identification number of the Clipper (§ 34a Satz 1 Nr. 2 UStDV), the date of issue, a sequential number, the scope and nature of the service, the time of supply and the consideration.

(3) Tax status. The tax disclosure is based on the versioned tax status of the Clipper with an effective date. If the Clipper is a small business within the meaning of § 19 UStG, no VAT is shown; the self-billed credit note contains the reference to the tax exemption. The Clipper is obliged to notify any change to its tax status without undue delay and before the next billing. A change of status takes effect only for the future; self-billed credit notes already issued are not amended retroactively.

(4) Objection. The Clipper may object to a self-billed credit note; the credit note thereby loses the effect of an invoice (§ 14 Abs. 2 Satz 6 UStG). The objection must be addressed in text form to contact@clipnity.com and should state reasons. Clipnity records the time and content of the objection, issues a corrected self-billed credit note or requests an invoice from the Clipper. The objection does not affect the Clipper's remuneration claim as such. Until the billing basis has been clarified, further payouts may be deferred; clarification takes place without undue delay.

(5) Important note on objecting without undue delay. If a self-billed credit note shows a tax amount that the Clipper does not owe, the Clipper must object without undue delay. Anyone who shows a tax amount separately although not entitled to do so owes the amount shown (§ 14c Abs. 2 Satz 1 UStG); this applies accordingly if the recipient of an agreed self-billed credit note showing tax separately does not object without undue delay although the recipient is not a business or has not performed the service (§ 14c Abs. 2 Satz 2 Nr. 2 UStG). Since Clippers benefiting from the tax exemption under § 19 Abs. 1 UStG do not owe VAT, Clipnity does not show VAT in self-billed credit notes issued to such Clippers.

(6) The Clipper is obliged to retain the self-billed credit notes transmitted to it in accordance with the statutory provisions applicable to it (§ 14b Abs. 1 UStG: eight years; the period begins at the end of the calendar year in which the self-billed credit note was issued). The period does not expire insofar as and for as long as the documents are relevant for taxes for which the assessment period has not yet expired (§ 147 Abs. 3 Satz 5 AO (German Fiscal Code)).

(7) The Clipper consents to the transmission of self-billed credit notes in an electronic format (PDF), insofar as such consent is required under § 14 Abs. 1 Satz 5 UStG. Self-billed credit notes concerning supplies exempt under § 19 Abs. 1 UStG may always be transmitted as an other invoice (§ 34a Satz 4 UStDV). Self-billed credit notes whose total amount does not exceed 250 EUR may be issued as a small-amount invoice with the particulars under § 33 UStDV and may likewise always be transmitted as an other invoice (§ 33 Satz 4 UStDV).

14. BALANCES, PAYOUTS, INSOLVENCY NOTICE

(1) Remuneration that has become due is held as a balance in the user account. The Clipper may request a payout.

(2) Payout requirements. Remuneration is payable if its holding period under Clause 12 paragraph 4 has expired and the information required under Clause 18 is available in full. For payouts, a payout account must be set up with the payment service provider and the identification process there must be completed.

(3) The minimum payout amount is 20,00 EUR. Paragraph 6 remains unaffected.

(4) Payouts are reviewed and released before execution; the review may take up to 24 hours. Daily amount limits may apply. There is no entitlement to execution at a specific time; Clipnity executes released payouts without culpable delay. The statutory consequences of default remain unaffected.

(5) If a payout cannot be executed for reasons for which the Clipper is responsible, execution is suspended until the impediment has been removed. The claim itself remains in existence.

(6) Final settlement upon account closure. If the Clipper closes its account, the entire payable balance is settled and paid out, including amounts below the minimum payout amount and without awaiting the holding period. Ongoing abuse, dispute and statutory reviews as well as the information under Clause 18 take precedence.

(7) Balances do not lapse. If the account is blocked, the balance is frozen until the review and any procedure under Clause 16 have been concluded. No blanket forfeiture of balances takes place. In the case of proven abuse, Clipnity sets off exclusively against a specifically quantified and substantiated loss; the set-off is disclosed to the Clipper. The burden of presentation and proof for the abuse and for the amount of the loss lies with Clipnity. The statutory limitation provisions remain unaffected.

(8) Insolvency notice – please note. Balances in the Clipper account are unsecured claims against Clipnity. There is no trust account and no security model. In the event of Clipnity's insolvency, Clippers participate in the proceedings as ordinary insolvency creditors and bear the default risk. Clipnity recommends having balances paid out promptly.

(9) Legal succession. In the event of death, the balance is paid out to duly legitimated heirs; access is blocked and ongoing campaign participations end.

15. PROHIBITED CONTENT AND RULES OF CONDUCT

(1) Content is prohibited that breaches applicable law, infringes third-party rights, glorifies violence, is pornographic, discriminatory or harmful to minors, or contains misleading statements.

(2) Manipulation of performance measurement is prohibited, in particular by automated access, purchased or otherwise artificially generated interactions, multiple accounts as well as coordinated conduct between Creator and Clipper to generate billable views.

(3) Circumvention of blocks is prohibited, in particular by re-registration after an account closure. Following an account closure, linked social media identities remain blocked for re-linking for 30 days.

(4) In the event of breaches, Clipnity may block clips within the service, refuse release, reject remuneration claims in accordance with the procedure in Clause 16, block the account and terminate for good cause. The reclaim of amounts already paid out requires the conclusion of the procedure under Clause 16 and a specifically quantified loss.

16. ABUSE DETECTION, REVIEW, REASONS, OBJECTION

(1) Automated detection. Clipnity operates automated detection of manipulated interactions, which cannot be switched off, with a platform-wide minimum protection level. The Creator may set only stricter thresholds for its campaign; lowering thresholds below the platform minimum or deactivating them is excluded.

(2) Provisional measure. If a clip exceeds the applicable threshold, it is provisionally blocked and the affected remuneration is halted. The measure is provisional and does not in itself result in the loss of the claim.

(3) Human decision. The final lapse of a remuneration claim as well as an account block or termination is always decided by a natural person after review of the individual case. The result of the automated detection under paragraph 1 is not binding for this decision and must not pre-empt it; the reviewing person assesses the individual case independently. The scoring version used and the reason for the decision are documented. In respect of the provisional measure under paragraph 2, the user has the rights under Art. 22(3) GDPR (intervention of a person, expression of the user's own point of view, contestation); details are governed by the Privacy Policy.

(4) Statement of reasons. Affected users receive, in the event of any restriction, a statement of reasons in text form containing: the relevant facts and circumstances, an indication of whether and how automated means were used, the contractual or legal basis of the measure, the amounts affected as well as information about the objection under paragraph 5 and about recourse to the courts.

(5) Objection. The affected user may raise objections against measures in text form to contact@clipnity.com within 6 months of notification. Clipnity reviews the matter and responds with reasons within 14 days. The review is carried out by a person who was not involved in the original decision, insofar as this is possible within Clipnity's operations. Recourse to the courts remains unaffected and is not dependent on the objection procedure having been carried out.

(6) A measure does not overwrite any history; it creates a documented adjustment. If the suspicion is not confirmed, halted amounts are released without undue delay.

17. NOTICE PROCEDURE AND POINTS OF CONTACT

(1) Single point of contact for authorities (Art. 11 of Regulation (EU) 2022/2065 – Digital Services Act) and for users (Art. 12 DSA): Maximilian Gürke, Oberdorf 31, 99947 Bad Langensalza, e-mail: contact@clipnity.com. Communication is possible in German and English.

(2) Notices. Any person may report allegedly illegal content electronically to contact@clipnity.com (Art. 16 DSA). The notice should contain the location of the content, a sufficiently substantiated explanation, the contact details of the person submitting the notice and a confirmation of accuracy. Receipt is confirmed without undue delay.

(3) Clipnity reviews notices in a timely, diligent, non-arbitrary and objective manner and decides on measures. The person submitting the notice is informed of the decision and of the available remedies. For affected users, Clause 16 paragraphs 4 and 5 apply accordingly (Art. 17 DSA).

(4) Clips on third-party platforms. Clipnity cannot itself delete a clip published on a third-party platform. Clipnity can block the submission within the service and oblige the Clipper to remove it (Clause 11 paragraph 7). In addition, rightholders may use the notice procedures of the respective third-party platform.

(5) Classification under the DSA. Clipnity stores information provided by users and is to that extent a hosting service provider; Art. 11, 12, 14, 16 and 17 DSA are complied with. Clipnity does not disseminate information to the public (clips are published by the Clippers on their own accounts with third-party platforms) and is therefore not an online platform within the meaning of Art. 3(i) DSA. In addition, Clipnity is a micro enterprise within the meaning of Recommendation 2003/361/EC; pursuant to Art. 19(1) DSA, Section 3 of Chapter III DSA, with the exception of Art. 24(3) DSA, does not apply to micro and small enterprises. The internal complaint-handling system under Art. 20 DSA and the out-of-court dispute settlement under Art. 21 DSA therefore do not apply; Clipnity complies with the information obligation under Art. 24(3) DSA. The procedure under Clause 16 paragraph 5 is provided voluntarily and independently thereof.

(6) Information to rightholders and authorities. If a third party asserts a statutory right to information or an authority requests information, Clipnity examines the legal basis and scope, limits disclosure to what is necessary, logs every disclosure and informs the affected user insofar as this is legally permissible. Tax authorities may issue collective information requests to platform operators concerning an as yet unknown number of matters and persons (§ 93 Abs. 1a AO); the subsidiarity clause of § 93 Abs. 1 Satz 3 AO does not apply in this respect. In this case too, Clipnity limits disclosure to what is legally required.

18. TAX COOPERATION AND REPORTING OBLIGATIONS

(1) Each user is responsible for the proper taxation of its own income. Clipnity does not provide tax advice.

(2) Required information. For payouts, the following must be provided completely and correctly and kept up to date: civil name, address for service, date of birth, state of residence, tax identification number or tax number, details of the business activity as well as – where available – the VAT identification number or small-business identification number and the VAT status. This information is required in order to fulfil Clipnity's reporting and recording obligations, in particular under the Platform Tax Transparency Act (Plattformen-Steuertransparenzgesetz) (paragraph 6), as well as in order to be able to comply with a request by the tax authority for the precise naming of payment recipients; if Clipnity does not comply with such a request, the affected business expenses are as a rule not taken into account for tax purposes (§ 160 Abs. 1 Satz 1 AO).

(3) As long as this information is not available in full, a payout is technically not possible. The remuneration claim itself remains unaffected by this and continues to exist; it is paid out as soon as the information is available.

(4) Note for Clippers. Remuneration constitutes taxable income and must be declared in full. Since monetised Clippers act as self-employed businesses pursuant to Clause 1 paragraph 2 and Clause 2 paragraph 5, income from a commercial business (§ 15 EStG (German Income Tax Act)) is generated. The exemption threshold for other income under § 22 Nr. 3 Satz 2 EStG (less than 256 EUR per calendar year) does not apply to this activity; there is no tax-free base amount in this respect.

(5) Notification obligations of the Clipper. The commencement of a commercial business must be notified to the municipality using the officially prescribed form (§ 138 Abs. 1 Satz 1 AO). In addition, there is an obligation to submit the tax registration questionnaire to the tax office (§ 138 Abs. 1b AO). Both notifications must be made within one month of the notifiable event (§ 138 Abs. 4 AO). Clipnity does not provide tax advice; in case of doubt, tax advice should be obtained.

(6) Reporting under the Platform Tax Transparency Act (PStTG / DAC7). Clipnity implements the reporting and due diligence obligations of the Platform Tax Transparency Act (implementing Directive (EU) 2021/514 – „DAC7"). Insofar as Clipnity meets the requirements of a reporting platform operator, Clipnity reports the data specified therein to the Federal Central Tax Office; the legal basis is compliance with a legal obligation (Art. 6(1)(c) GDPR). Clipnity continuously reviews whether these requirements are met and reports only where the reporting obligation has been established. The user will be informed of which data relevant to its taxation Clipnity has transmitted or will transmit to the tax authorities (§ 93c Abs. 1 Nr. 3 AO). The user consents to this information being provided electronically via the user account or by e-mail; the user may revoke this consent at any time with effect for the future and instead request information in text form. Reporting data sets and the underlying documents are retained until the end of the seventh calendar year following the tax period (§ 93c Abs. 1 Nr. 4 AO). The reporting obligation also applies to amounts that have been set off against claims of Clipnity, as well as for the year of an account closure.

(7) Retention. Statutory retention and recording obligations remain unaffected by an account closure (in particular § 147 AO, § 14b UStG, § 93c AO). Invoices, self-billed credit notes, proof of payment and the associated master data are retained for the statutory periods and, within these periods, used exclusively to comply with statutory obligations. Details are governed by the Privacy Policy.

(8) The user is answerable for the accuracy of its information regarding its business activity and tax status. If Clipnity incurs an additional tax burden or other loss as a result of culpably incorrect or incomplete information, Clipnity may claim compensation for this.

19. TERM, TERMINATION, ACCOUNT CLOSURE

(1) The user agreement runs for an indefinite period. It may be terminated by either party at any time with a notice period of 14 days. The user may additionally close its account at any time via the account settings.

(2) The campaign contract ends upon expiry of the campaign term or upon exhaustion of the budget. The Clipper framework agreement is a framework agreement without any obligation to accept or provide services; it ends with the user agreement.

(3) The right to terminate for good cause remains unaffected. Good cause exists for Clipnity in particular in the event of a material breach of Clause 15.

(4) Winding-up. Remuneration claims of the Clippers that have already arisen and payment claims of Clipnity against the Creator that have already arisen remain unaffected by any termination. Ongoing campaigns are wound up until the end of the current billing period. Balances are settled in accordance with Clause 14.

(5) Terminations require text form. A termination by Clipnity will be substantiated with reasons.

20. LIABILITY

(1) Clipnity is liable without limitation for intent and gross negligence, for injury to life, body and health, for fraudulent concealment of a defect, to the extent of a guarantee assumed and under the German Product Liability Act (Produkthaftungsgesetz).

(2) In the case of ordinary negligence, Clipnity is liable only for the breach of a material contractual obligation, the fulfilment of which makes the proper performance of the contract possible in the first place and on the observance of which the contractual partner may regularly rely. Liability is in this case limited to the foreseeable damage typical for the contract at the time of conclusion of the contract.

(3) Otherwise, liability is excluded. The above provisions do not entail any change in the burden of proof to the detriment of the contractual partner.

(4) Paragraphs 1 to 3 also apply to the personal liability of Clipnity's legal representatives, employees and vicarious agents.

(5) Responsibility for clips. Clipnity is liable to the Creator for the contractual provision of the campaign service, including compliance with the campaign rules by the Clippers engaged by Clipnity, in accordance with paragraphs 1 to 4. Clipnity's recourse against the Clipper is governed by Clause 11 paragraph 6.

(6) The availability, accuracy and continued existence of the services, interfaces and measurement data of third-party platforms as well as measures taken by these third-party platforms in respect of user accounts lie outside Clipnity's sphere of influence; Clipnity assumes no responsibility for these. Paragraphs 1 to 4 remain unaffected.

21. CONSUMERS

(1) Campaign contracts and remunerated activity as a Clipper require business status (Clause 1 paragraph 3, Clause 2 paragraph 5). Registration and use of the user account are free of charge; there is no right of withdrawal for contracts free of charge. Additional participation slots under Clause 25, by contrast, are also open to consumers.

(2) Consumer rights. Where a consumer (§ 13 BGB) concludes a contract for remuneration with Clipnity, the mandatory consumer protection provisions apply without restriction. The consumer has the statutory right of withdrawal under § 312g Abs. 1, § 355 BGB. The withdrawal instructions and the model withdrawal form are available at clipnity.com/right-of-withdrawal. The right of withdrawal expires prematurely only where the requirements of § 356 Abs. 5 BGB are fully met.

(3) Requirements for offers to consumers. The following apply to any offer for remuneration made to consumers:

• an order summary with an opportunity to correct entries and a button labelled „zahlungspflichtig bestellen" (order with obligation to pay) or with a correspondingly unambiguous wording (§ 312j Abs. 2 und 3 BGB),
• the statement of total prices including VAT,
• in the case of digital products, two separate, non-pre-selected confirmations under § 356 Abs. 5 BGB as well as the contract confirmation on a durable medium (§ 312f BGB),
• the electronic withdrawal function under § 356a BGB („withdraw from contract") including a confirmation function („confirm withdrawal") and automatic acknowledgement of receipt on a durable medium,
• a termination button under § 312k BGB. This is already required where Clipnity provides services on an ongoing basis during the term of the contract, even if the consumer pays only a one-off fee and the contract ends automatically (BGH, judgment of 22.05.2025 – I ZR 161/24). For participation slots permanently linked to the user account under Clause 25 paragraph 2, it must be assumed that this requirement is met.

These requirements apply to every order placed by a consumer subject to payment.

22. AMENDMENTS TO THESE GTC

(1) Substantive amendments to these GTC apply only for the future and require the express consent of the user. There is no deemed consent by silence. Consent is obtained at the next log-in and documented with version, timestamp and user identifier.

(2) If the user does not consent, the previous version continues to apply to that user; either party may terminate the user relationship by ordinary notice in accordance with Clause 19 paragraph 1. No blocking takes place solely on account of a lack of consent.

(3) Purely editorial adjustments without any substantive disadvantage for the user, as well as adjustments that are mandatorily required by a change in the legal situation or by a final court decision or non-appealable administrative decision directly affecting the clause concerned and that do not affect the balance of performance and consideration, may be made by Clipnity with a notice period of six weeks in text form. The notice names the clause concerned and the reason for the amendment. In this case, the user may terminate without notice up to the time the amendment takes effect; this is pointed out in the notice.

(4) For claims that have already arisen, the version applicable when they arose remains decisive (Clause 4 paragraph 4).

23. DISPUTE RESOLUTION

(1) Clipnity employs no more than ten persons and is therefore not obliged to participate in dispute resolution proceedings before a consumer arbitration body (§ 36 Abs. 3 VSBG (German Consumer Dispute Resolution Act)). Clipnity is also not willing to do so (§ 36 Abs. 1 Nr. 1 VSBG).

(2) The voluntary procedure under Clause 16 paragraph 5 remains unaffected. Recourse to the courts is available at any time.

24. FINAL PROVISIONS

(1) German law applies to the exclusion of the UN Convention on Contracts for the International Sale of Goods. Vis-à-vis consumers, this choice of law applies only insofar as it does not deprive them of the protection of mandatory provisions of the state in which they have their habitual residence.

(2) If the user is a merchant, a legal person under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from and in connection with these GTC is Clipnity's registered office in Bad Langensalza; the locally competent courts are the Local Court (Amtsgericht) of Mühlhausen and the Regional Court (Landgericht) of Mühlhausen respectively. Clipnity is also entitled to bring proceedings at the user's general place of jurisdiction.

(3) The user may transfer rights and obligations under these contracts to third parties only with the prior consent of Clipnity. The assignment of monetary claims remains unaffected by this.

(4) Should any provision of these GTC be or become invalid or unenforceable, the validity of the remaining provisions remains unaffected. The statutory provisions take the place of the invalid provision.

(5) The German version of these GTC is binding; translations are provided for information purposes only.

(6) In addition, the Privacy Policy, the Content and Copyright Policy and the Cookie Policy apply. In the event of any conflict between these GTC and a policy, these GTC prevail, unless the policy contains a provision more favourable to the user.

Version: 16.08.2026

25. ADDITIONAL GROUP SLOTS, SLOT FINANCING, DISCOUNT CODES, REWARDS

(1) Additional participation slots and slot financing under paragraphs 2 and 3 are activated and can be ordered. The services described in paragraphs 4 and 5, discount codes and rewards, are currently not offered. They only become part of the contract once Clipnity expressly activates them and the respective requirements stated are met. Until then, they cannot be ordered and do not give rise to any claims.

(2) Additional group slots. Each user account receives one free participation slot upon registration. Further slots may be purchased for remuneration from Clipnity in its own name and for its own account. The price is 99,99 EUR per slot; the total price confirmed in the order process is the one that applies. VAT is not shown separately, in accordance with § 19 Abs. 1 UStG. A slot is not transferable, permanently linked to the user account and can be used again after the end of a campaign. Clause 21 applies to orders placed by consumers.

(3) Slot financing – no payment obligation. Instead of paying directly, a slot can be paid off from future remuneration. In that case: No payment obligation of the user arises. The slot is activated immediately. The outstanding amount is not an enforceable claim; it is neither subject to reminders nor collection nor assignment nor reporting to credit agencies. Repayment takes place exclusively by way of a retention of 50 % of each payable remuneration amount as well as by voluntary direct payment without surcharge. No interest, fees or other additional costs are incurred; the total price is identical to that of direct payment. Upon account closure or termination, any amount still outstanding lapses without replacement; amounts already retained are not refunded. Retained amounts are deemed remuneration paid to the user and are subject to reporting (Clause 18 paragraph 6).

(4) Discount codes. Discount codes grant exclusively a percentage or fixed discount on the price of a specific purchase. They are not a balance, not transferable, not payable in cash and not combinable. One code may be redeemed per purchase.

(5) Rewards. The redemption of physical prizes or vouchers is currently blocked. Upon activation, rewards form part of the Clipper's remuneration and are billed under the self-billed credit note procedure pursuant to Clause 13.

CONTACT

For complaints regarding the services or further information on their use, you can reach us at: