Last Updated: July 2024

Tikus Digital Marketing Solutions LLC**
1209 Mountain Road PL NE STE N
Albuquerque, MN 87110 USA

1. GENERAL PROVISIONS
1.1. The following terms and conditions apply to all contracts between “Tikus Digital Marketing Solutions LLC,” hereinafter referred to as “High Brand Club,” and the client. This applies especially when the client uses General Terms and Conditions (GTC) that contain provisions contrary to or differing from these conditions.
1.2. These terms and conditions also apply if High Brand Club performs the order unconditionally with knowledge of the client’s terms that are contrary to or differ from these conditions.
1.3. All agreements made between High Brand Club and the client for the execution or modification of the contract must be recorded in writing in this contract.

2. COPYRIGHT AND USAGE RIGHTS
2.1. Every order issued by High Brand Club is a contract for the creation of copyrighted works aimed at granting usage rights to the client.
2.2. The term “final artwork” includes not only final designs of print products but also final executions of websites, digital images and videos, presentations, and texts.
2.3. All drafts and final artwork are subject to copyright law. The provisions of the copyright law apply even if the required level of creativity under §2 UrhG is not reached.
2.4. The drafts and final artwork may not be altered in the original or reproduction without the express consent of High Brand Club. Any imitation, even of parts, is not permitted. A breach of this provision entitles High Brand Club to demand a contractual penalty amounting to twice the agreed remuneration.
2.5. High Brand Club grants the client the usage rights required for the respective purpose. Unless otherwise agreed, only simple usage rights are granted. The transfer of usage rights to third parties requires a written agreement. The usage rights are transferred only after full payment of the remuneration.
2.6. High Brand Club has the right to be credited as the author on reproductions. A breach of the right to name credit entitles High Brand Club to claim damages. Without proof of a higher damage, the compensation amounts to 50% of the agreed remuneration. The right to claim higher damages with proof remains unaffected.
2.7. The client’s suggestions or other contributions do not affect the amount of remuneration. They do not establish any co-authorship rights.

3. REMUNERATION
3.1. Drafts and final artwork, along with the granting of usage rights, form a single service. Remuneration is based on the agreements between High Brand Club and the client. The remuneration is net and subject to the applicable value-added tax.
3.2. If no usage rights are granted and only drafts and/or final artwork are delivered, the remuneration for usage is waived.
3.3. If the drafts are later used or used to a greater extent than originally intended, High Brand Club is entitled to charge the usage fee retrospectively or to demand the difference between the higher usage fee and the originally paid fee.
3.4. The creation of drafts and all other activities performed by High Brand Club for the client are chargeable unless expressly agreed otherwise.

4. DUE DATE OF REMUNERATION
4.1. Before starting the work, a security deposit of 50% of the total remuneration is due, unless otherwise expressly agreed. The deposit is payable without deduction within 7 days. High Brand Club begins the agreed project upon receipt of the security deposit.
4.2. The remuneration is due upon delivery of the work. It is payable without deduction within 14 days. If the ordered work is accepted in parts, a corresponding partial remuneration is due upon acceptance of each part. If an order extends over a longer period or requires significant financial advances from High Brand Club, reasonable advance payments must be made: 1/3 of the total remuneration upon order placement, 1/3 upon completion of 50% of the work, and 1/3 upon delivery.
4.3. In the event of payment default, High Brand Club may charge interest on arrears at a rate of 1% per month. The right to claim higher damages with proof remains unaffected.
4.4. Objections due to inaccuracies or incompleteness of an invoice must be raised by the client within one week of receipt; sending the objections within the one-week period is sufficient if made in writing. Failure to raise timely objections is considered approval.

5. SPECIAL SERVICES, INCIDENTAL AND TRAVEL COSTS
5.1. Special services such as the revision or alteration of final artwork, manuscript study, or print monitoring are billed based on time spent.
5.2. If contracts for external services are concluded in the name and for the account of High Brand Club, the client undertakes to indemnify High Brand Club internally from all liabilities arising from the contract conclusion, particularly the assumption of costs.

6. RETENTION OF TITLE
6.1. Only usage rights are granted to drafts and final artwork, not ownership rights.
6.2. The originals must be returned undamaged within a reasonable period unless expressly agreed otherwise. In case of damage or loss, the client must cover the costs necessary to restore the originals. The right to claim further damages remains unaffected.
6.3. The dispatch of work and templates is at the client’s risk and expense.

7. LIABILITY
7.1. High Brand Club undertakes to execute the order with the greatest possible care, especially handling templates, films, displays, layouts, etc., with care. It is liable for damages only in cases of intent and gross negligence. Compensation beyond the material value is excluded.
7.2. If High Brand Club commissions necessary external services, the respective contractors are not vicarious agents of High Brand Club. The media designer is liable only for its own fault and only for intent and gross negligence.
7.3. By approving drafts, final executions, or final artwork, the client assumes responsibility for the correctness of text and image.
7.4. For the approved drafts, texts, final executions, and final artwork, any liability of High Brand Club is excluded.
7.5. High Brand Club is not liable for the legal admissibility and registrability of the work in terms of competition and trademark law.
7.6. Complaints of any kind must be made in writing to High Brand Club within 14 days of delivery of the work. Thereafter, the work is considered defect-free accepted.

8. DESIGN FREEDOM AND TEMPLATES
8.1. There is creative freedom within the scope of the order. Complaints regarding artistic design are excluded. If the client wishes changes during or after production, they must bear the additional costs. High Brand Club retains the right to remuneration for already started work.
8.2. If the execution of the order is delayed for reasons for which the client is responsible, High Brand Club may demand an appropriate increase in remuneration. In cases of intent or gross negligence, it may also claim damages. The right to claim further delay damages remains unaffected.
8.3. The client assures that they are entitled to use all templates provided to High Brand Club. If they are not entitled to use them contrary to this assurance, the client indemnifies High Brand Club from all third-party claims.

9. PROVIDER & WEB SERVICES
9.1. Unless expressly agreed otherwise, High Brand Club may also have the services it owes performed by knowledgeable employees or third parties. Provider services can also be provided by High Brand Club through third parties.
9.2. The client will be informed immediately of any deletion of the pages. The same applies if High Brand Club is requested by a third party to change or delete content on its websites because it allegedly violates third-party rights. High Brand Club is entitled to delete websites that may infringe third-party rights from the hard drive or exclude them from access by third parties in another suitable way. The client will be notified immediately of such a measure by High Brand Club.
9.3. If the services provided by High Brand Club include the procurement and/or maintenance of internet domains, it acts as an intermediary with the domain allocation organization (DENIC). Therefore, it does not guarantee that the domains applied for and delegated to the client are free of third-party rights or unique or will remain so. This also applies to subdomains allocated under the provider’s domain. The client indemnifies High Brand Club from all third-party claims arising from the unauthorized use of an internet domain.
9.4. High Brand Club expressly points out to the client through these GTC that data protection for data transmissions in open networks such as the internet cannot be fully guaranteed according to the current state of the art. The client knows that High Brand Club can technically view the website offering stored on the web server and, if necessary, other data stored there by the client at any time. Other internet participants are also technically able to intervene in network security without authorization and control message traffic. The client is therefore responsible for the security of the data they transmit to the internet.
9.5. High Brand Club is liable for damages only if High Brand Club or one of its vicarious agents has violated a cardinal obligation in a way that endangers the purpose of the contract or if the damage is due to gross negligence or intent by High Brand Club. If the culpable violation of a cardinal obligation is not grossly negligent or intentional, the liability of High Brand Club is limited to typical damages that were reasonably foreseeable by High Brand Club at the time of contract conclusion. High Brand Club assumes no liability for technical failures that prevent a presentation on the internet for a foreseeable period. The liability of High Brand Club for guaranteed properties, personal injuries, and mandatory legal provisions remains unaffected. The client undertakes to indemnify High Brand Club internally from all third-party claims arising from illegal actions by the client or content errors of the information provided by the client. This applies particularly to copyright

10. DATA PROTECTION
The client agrees that, within the scope of the contract concluded with them, data about their person will be stored, modified, and/or deleted and transmitted to third parties as necessary. This applies in particular to the transmission of data necessary for the registration and/or modification of a domain, to Google, and to servers.

11. TERMINATION OF CONTRACT
11.1. Should the client terminate the contract prematurely, High Brand Club will receive the agreed remuneration but must offset any saved expenses or substitute orders that were conducted or maliciously omitted (§ 649 BGB). The parties agree on a flat rate for the services and expenses incurred up to the termination as follows: in the case of termination before work begins, 10% of the agreed remuneration. Deviating individual agreements are possible. The client retains the right to prove lower performance or higher expenses.

11.2. High Brand Club may terminate the project if it does not progress. The work performed up to that point will be billed at a minimum of 50% of the total estimated price. A compelling reason must be present for this. A compelling reason includes if the client unnecessarily delays the project, fails to provide the required information and data to High Brand Club, and/or does not respond to the last email sent within two weeks.

12. SEVERABILITY CLAUSE
Should one or more of the preceding provisions be invalid, the validity of the remaining provisions shall not be affected. This also applies if part of a provision is invalid, but another part is valid. The invalid provision shall be replaced by a provision that comes closest to the economic interests of the contractual parties and does not contradict the remaining contractual agreements.