Artist royalty agreement

§ 1 Parties and subject

(1) This agreement is between PuzzleWithFriends, owner Tim Hübert, c/o IP-Management #24850, Ludwig-Erhard-Str. 18, 20459 Hamburg, Germany (“PWF”), and you as a verified artist (“you”). It adds to the artist terms for works you offer for a price (“paid works”) and for packs. Where this agreement says something different, it takes precedence.

(2) PWF is the sole provider and seller of the puzzles to players. No contract arises between you and the players. You grant PWF rights of use and receive a royalty for each sale.

(3) You enter into this agreement in the studio under “Earn money”. PWF stores the version and time and emails it to you; this page always shows the current version.

(4) You need a verified artist account, residence in a country where PWF offers payouts, a complete payout profile, and you must be of legal age. You enter into this agreement for your self-employed artistic activity.

§ 2 Rights of use

(1) For every work you submit and PWF approves, you grant PWF a simple, worldwide right of use for the term of this agreement to offer and sell the work as a digital puzzle. This includes in particular the right:

a) to store and copy the work and make it publicly available on the internet and in apps;

b) to adapt it for the game: crop, scale down, cut into puzzle pieces, compress, convert colours, and create previews, link cards and excerpts from it;

c) to provide it to players for puzzling, alone and together in rooms, and for download for private use (original as well as desktop and phone wallpaper);

d) to allow players to stream and record their puzzling and to publish it as a video or screenshot, including for income (e.g. on Twitch or YouTube);

e) to use the work, your artist name and your artist shop for promotion of the work, of you and of PuzzleWithFriends, online and offline, including paid advertising, social media, newsletters and events;

f) to involve service providers (hosting, storage, delivery, payment processing) to the extent necessary.

(2) Copies players received during the term (bought, claimed for free or redeemed with a code) may be kept and used under (1) c) and d) indefinitely, also after this agreement ends; for this, PWF may keep storing the work and providing it to those players. PWF does not have to remove promotion it published during the term.

(3) This does not include using the work to train or improve AI systems or letting third parties do so. PWF does not do this. It also does not include printed puzzles, merchandise or selling the work outside PuzzleWithFriends; those need a separate agreement.

(4) You remain the author and keep all other rights. You may keep showing, selling and licensing the work anywhere.

(5) PWF credits you with your artist name at the work. In small views (tiles, previews, ad formats) the credit may be shortened or left out if it can be reached from the work.

(6) PWF is not obliged to offer a work or show it in a particular place. Whether, how long and where a work appears in the shop and how it is sorted and promoted is decided by PWF (review, ranking, curation). The main ranking criteria are described in the help pages.

§ 3 Your warranties

(1) For every work, you warrant that:

a) you painted, drew or photographed it yourself and can grant the rights under § 2, and no third-party rights stand in the way (e.g. exclusive licences, agency or publishing contracts);

b) it complies with the rules on your own work and permitted image editing in section 4 of the artist terms. Colour grading, filters, exposure adjustments, denoising, sharpening and retouching your own photographs are allowed, including with AI. This includes removing people or distracting objects and filling the resulting gaps. Your own photograph and its essential subject must remain intact. Fully AI-generated works, new AI-generated main subjects, largely generated or replaced image content, and AI repainting of a work are not allowed.

c) for photos, recognisable people have consented where required, and works, trademarks or buildings of third parties shown may be shown;

d) it does not violate any law or third-party rights (copyright, trademark or personality rights).

e) it shows no characters, worlds, logos or brands from other people’s works, not even as fan art, unless you hold a licence from the rights holder for them; brand names do not appear in the title, description or tags.

(2) On request, you provide proof within 7 days (e.g. sketches, layers, RAW files, licences, consents). If you learn of third-party claims against one of your works, you tell PWF immediately.

(3) If you breach (1), you indemnify PWF against all third-party claims and compensate PWF for all resulting damage, in particular damages and licence fees paid to the rights holder, amounts under a reasonable settlement, reasonable costs of legal defence (lawyers, court, expert opinions), refunds to players including payment fees, and the effort of removal. This only does not apply if you prove that you are not responsible for the breach. You cannot submit a work that is not yours as your own without fault.

(4) PWF conducts the defence against the claims; you support PWF with all information and documents you have. Before acknowledging claims or settling, PWF gives you 7 days to comment. If you do not provide convincing proof within that time, PWF may settle for a reasonable amount.

(5) If you intentionally submit a work that is not yours, you additionally pay a contractual penalty for each such work. PWF determines the amount at its reasonable discretion, at most €1,000 per work; in case of dispute, the competent court reviews the amount. The penalty is credited against damages under (3).

(6) If a rights holder asserts claims, PWF may give them your artist name, your verified account and, where legally permitted, your name and address, so they can contact you directly.

(7) PWF reviews works in its own interest. The review does not relieve you of responsibility for your warranties.

§ 4 Prices, promotions, giveaways

(1) You set the price of paid works and packs in gold in the studio, within the range PWF specifies (currently 5 to 500 gold in steps of 5). A new price applies to later purchases.

(2) What gold costs in euros (packs, Plus, discounts and codes on gold) is set by PWF and may change at any time. Your royalty depends on the gold spent, not on the euro price (§ 5).

(3) PWF may offer paid works at a lower price in promotions (e.g. “Artist of the week”). If PWF funds the discount, you receive the royalty on the full price. You can opt out of “Artist of the week” in the studio.

(4) PWF may give paid works away for free (e.g. for giveaways, as goodwill or via team codes) only with your consent in each case. There is no royalty for these, nor for your own gift codes.

(5) Anyone who received a work keeps it permanently, even if you change the price, take the work down or this agreement ends.

§ 5 Royalty

(1) For every gold a player actually spends on one of your paid works or packs, you receive the rate per gold that applies to you at the time of purchase. It applies regardless of which pack or subscription the gold came from and what it cost in euros. The royalty per purchase is rounded to whole cents.

(2) A rate of your own under (5) applies while it runs. Otherwise, the rate PWF has set for your country of residence applies (country rate), and without a country rate the standard rate of 2.2 cents per gold. PWF sets country rates at its reasonable discretion, for example to balance different costs of payouts, taxes and levies. PWF shows your current rate in the studio.

(3) The rate is a net amount. If you are liable for VAT, PWF pays the statutory VAT on top (currently 7 % for granting copyrights). Your tax position at the time of purchase as stated in your payout profile applies; you enter changes in the studio before the next statement. If PWF owes the VAT itself (reverse charge, § 13b UStG), PWF bears it on top and your royalty remains the full rate.

(4) There is no royalty for works offered for free or code-only, for gift codes, or for copies PWF gives away with your consent (§ 4 (4)).

(5) PWF may give you a higher rate, also for a limited time. A rate lower than the one that would otherwise apply to you under (2) requires your express consent in text form.

(6) PWF may change the standard rate and the country rates for the future. They then apply to purchases from the announced date. PWF announces a reduction that affects you at least 30 days in advance in text form; until then you can terminate this agreement (§ 10).

(7) If you move to another country, you enter it in the studio before the next statement. The rate of the new country applies to purchases from the move. If you enter the move late, PWF may settle those purchases again at the correct rate and set off the difference. If PWF does not offer payouts in the new country, PWF pauses the sale of your works (§ 9); what you earned until then is settled under § 7.

§ 6 Refunds, chargebacks, set-off

(1) If a purchase is refunded, or the payment the spent gold came from is refunded or charged back, the royalty for that purchase lapses.

(2) If this happens before the royalty is paid out, it is not paid out. If it happens later but within 120 days of the purchase, PWF sets the amount off against your next royalties. PWF does not demand repayment for this.

(3) If PWF removes a work from all libraries (archiving) without a breach on your part and refunds the gold to players, only royalties from that work still in the holding period (§ 7 (1)) lapse. There is no set-off under (2) for this.

(4) If you are responsible for a breach of § 3, the royalty from the affected work lapses entirely. PWF may reclaim amounts from it already paid out and all claims under § 3 and set them off against all your future royalties.

(5) If there is a reasonable suspicion of such a breach (e.g. after a report), PWF may withhold the royalty from the affected work until it is resolved, for at most 90 days. If a third party asserts claims, PWF may additionally withhold all your royalties up to the amount of the expected claims and costs until the case is closed. If the suspicion is not confirmed, PWF pays everything out with the next statement.

§ 7 Statements and payouts

(1) Each royalty is held for 30 days from the purchase and is then ready for payout.

(2) At the start of each month, PWF settles all royalties that are ready and transfers them to the account in your payout profile once they add up to at least €20; smaller amounts roll over to the next month. After this agreement ends, PWF pays out the rest after the holding period even if it is below €20.

(3) Statements are issued as self-billing credit notes (§ 14 (2) sentence 2 UStG): PWF issues the credit note, you do not write an invoice. If you are liable for VAT, the credit note shows the VAT on top of the royalty.

(4) You must raise objections to a statement in text form within 6 weeks of receipt, otherwise it is deemed approved. PWF points this out in every statement. Your statutory right to information remains unaffected.

(5) Your payout details must be correct; you can only change them in the studio. After a change, PWF makes no payouts to the new account for 7 days. If the bank’s verification of payee finds that name and IBAN do not match, payouts pause until you correct your details. You bear the consequences of incorrect details you provided.

(6) You may only assign claims under this agreement to third parties with PWF’s consent; § 354a HGB remains unaffected.

§ 8 Taxes and levies

(1) You are responsible for your own taxes and levies, including stating your tax status correctly (small business or liable for VAT). You enter changes in the studio before the next statement. You bear the consequences of incorrect details.

(2) PWF pays the artists’ social security levy (Künstlersozialabgabe) on your royalty itself; it is not deducted from your royalty.

(3) If PWF is legally required to withhold taxes from your royalty (e.g. withholding tax if you live outside Germany), PWF pays you the rest and pays the withheld amount on your behalf. If you provide an exemption, or the conditions under which nothing has to be withheld are met, PWF withholds nothing. You prove your residence on request for this.

(4) If PWF pays out in another currency or to a country outside the SEPA area, you bear the costs of conversion and transfer.

§ 9 Pausing and suspension

(1) PWF may pause the sale of your works in whole or in part or suspend your artist account if you breach this agreement, the artist terms or the law, if there is a reasonable suspicion of this, or if it is legally required. PWF tells you the reason in text form. You can appeal; a person reviews the appeal.

(2) During a pause, PWF keeps paying out royalties already earned, except in case of a breach of § 3 (then § 6 (4) and (5) apply). During a suspension, payouts are on hold until the case is resolved.

§ 10 Term and termination

(1) This agreement runs for an indefinite period.

(2) You can terminate at any time, in the studio or in text form; termination takes effect immediately. When you do, you switch your paid works to free or “Code only”, otherwise PWF takes them out of the shop. Packs go offline.

(3) PWF can terminate with 30 days’ notice in text form, or without notice for good cause, in particular if you submit a work that is not yours or for repeated breaches of § 3. PWF tells you the reason.

(4) After the end, players keep their copies (§ 2 (2)). PWF settles outstanding royalties after the holding period (§ 7 (2)); set-off under § 6 remains possible and claims under § 3 continue to exist. PWF deletes your payout profile after the last payout and keeps statements for as long as tax and commercial law require.

(5) The artist terms (free works, artist shop, gift codes) continue to apply independently.

§ 11 Liability

(1) PWF is liable without limitation for intent and gross negligence, for injury to life, body or health, and under the Product Liability Act.

(2) In case of slight negligence, PWF is only liable for breach of an essential contractual obligation (one whose fulfilment makes the agreement possible in the first place and on which you may rely, e.g. paying the royalty), and only for foreseeable, typical damage. Otherwise liability is excluded.

(3) PWF does not owe any particular sales figures, placement or uninterrupted availability of the platform.

§ 12 Changes

(1) PWF may change this agreement for the future, for example for new features, a changed legal situation or changed processes. PWF announces changes at least 30 days in advance in text form (by email and in the studio) and says what changes.

(2) You can terminate until the announced date. If you do not, the changes apply from that date. PWF points this out in the announcement.

(3) A lower rate just for you (§ 5 (5)) and rights of use beyond § 2 require your express consent.

§ 13 Final provisions

(1) German law applies, excluding the UN Convention on Contracts for the International Sale of Goods. If you are a merchant or have no general place of jurisdiction in Germany, the place of jurisdiction is PWF’s registered location.

(2) Notices under this agreement may be given in text form, e.g. by email to your account address or to [email protected].

(3) How PWF processes your data is described in the privacy policy. PWF stores your payout profile encrypted and only shows it shortened.

(4) If a provision is invalid, the rest of the agreement remains valid; the statutory provision applies in its place.

(5) The German version is binding. The English version is a translation.