TERMS AND CONDITIONS

IN ORDER TO BE ABLE TO ACCEPT THESE GENERAL TERMS AND CONDITIONS, YOU MUST BE AT LEAST 18 (EIGHTEEN) YEARS OF AGE. IF YOU ARE NOT AT LEAST 18 (EIGHTEEN) YEARS OF AGE, PLEASE DO NOT REGISTER FOR OR USE COVER ART FACTORY.

1. Introduction

a) Yaygoo AB (Cover Art Factory) is a company under the laws of Sweden with company registration number: 559044-2074 (“we or us”).

b) We create cover artwork which you can make available on-line, or otherwise use, when making your digital music files available for downloading, streaming and similar. The cover artwork which we create for you hereunder is referred to below as the “Artwork”.

c) We create the Artwork by using one of the artwork templates (“the Templates”) which we provide on the web site with the adress www.coverartfactory.com (“the Web Site”) and the pictures, graphical materials and texts you are asked to furnish us with when you order the Artwork.

d) These Terms and Conditions, together with any information contained on the Web Site (“this Agreement”), govern your purchase of Artwork from us and use of such Artwork. Please read these Terms and Conditions carefully as they affect your rights and liabilities under the law. If you do not agree to these Terms and Conditions, please do not buy Artwork from us.

2. Ordering, prices and delivery

a) When you place an order to purchase Artwork from us, you are asked to provide us with certain pictures, graphical material and texts which we will use when creating your Artwork. The pictures, graphical material and texts you are to provide us with, shall be in accordance with the detailed specifications provided in connection with each Template on the Web Site and with the provisions of this Agreement.

b) The pictures, graphical material and texts which you provide us with are referred to below as “Your Materials”.

c) When you place an order to purchase an Artwork from us, we will send you an e-mail confirming the receipt of your order. Once we have received Your Materials and they have been approved of by us, we will send you an e-mail confirming that we accept your order (“Confirmation E-mail”). We reserve the right to reject any order hereunder. We may make such decision in our own discretion.

d) Once we have sent you the Confirmation E-mail, you are not entitled to cancel your order or modify your order.

e) The purchase price is displayed on the Web Site. All prices, as displayed, are listed in USD and are inclusive of VAT (where applicable) at the appropriate rate.

f) ) We deliver the Artwork via a downloadable link by e-mail.

g) Delivery is made at the latest 48 hours after your receipt of the Confirmation E-mail and our receipt of payment from you.

3. Defaults, delays and limitation of liability

a) Immediately, after your receipt of the Artwork, you shall examine the Artwork. If there are any deviations or shortcomings in relation to the specifications provided on the Web Page or else, you shall notify us within 10 days and describe such deviations or shortcomings in detail. Failing to do so, you lose the right to rely on any defects or shortcomings. Any deviations or shortcoming, which you notify us of, we shall remedy immediately.

b) In cases of delay, a penalty shall be paid in the sum of 10 (ten) percent of the stipulated fixed price for each week, or part thereof, for which delivery is delayed. In cases where the delay exceeds 2 (two) weeks, you shall be entitled to rescind from the Agreement by notifying us thereof in writing (for instance by e-mail). If you rescind from the Agreement, we shall repay to you the purchase price of the Artwork. For the avoidance of doubt, if we repay the purchase price, we shall not be liable to pay any further damages.

c) In addition to that which is stated in the provision Reliefs, our liability shall be limited as follows as regards defects and delays:

  • We shall not be liable for indirect losses, such as lost profits, costs of equipment and similar costs or losses.
  • Our obligation to pay damages and penalties shall, in the absence of intent or gross negligence, be limited to payment of a sum which shall not exceed the purchase price of the Artwork.
  • We shall not be liable for your loss of data.

4. Your license to use the Artwork

4.1 License

a) The Templates contains designs, graphical elements and other materials which are protected by copyright, trade mark, design and other intellectual property legislation. All materials contained in the Artwork, which are not Your Materials, are referred to below as “Our Materials”.

b) We shall be the owner of all right, title and interest to Our Materials and this Agreement shall not constitute a transfer of any such ownership rights to you.

c) We hereby grant you the right and license to

  • make the Artwork available to the public on the Internet, in mobile communication networks or else in connection with the digital distribution (downloading, streaming, streaming on demand and similar) of your music files;
  • make the Artwork available to the public on the Internet, in mobile communication networks or else in connection with the on-line advertising, promotion and publicizing of the music files associated with the Artwork;
  • make copies of the Artwork in connection with the digital distribution of your music files, including in connection with the downloading of the Artwork by users;
  • sub-license any of the rights above to record companies, aggregators, digital music download or streaming services (iTunes, Spotify etc.) and other distributors and re-sellers of digital music; and to
  • sub-license to users the right to make copies of the Artwork in connection with their legitimate use of the music files associated therewith.

d) You may not alter the Artwork provide by us. Thus, you may only use it in the original form provided by us. Furthermore, you may not exploit any of our rights separate from the Artwork. Moreover, you may not register any of Our Materials, or any materials similar thereto, as trademarks, designs or similar or challenge any trade mark registrations, design registrations thereof without first having obtained our written approval.

e) You may use the Artwork without territorial restrictions, thus in any country of the world.

f) The right and license granted to you is non-exclusive. This means that we may also use Our Materials for other purposes than the Artwork, for instance by allow our other customers to use the same designs as cover art work.

g) Any other rights to use the Artwork shall be deemed especially reserved by us. For instance and without limiting the generality of the foregoing, you may not use the Artwork:

  • for merchandising purposes, i.e. by printing the Artwork on t-shirts, posters etc;
  • separate from the music files associated with the Artwork, i.e. by using it for wallpapers, screen savers; or
  • in the promotion, advertising or publicizing of any third party services and products.

4.2 Term and termination

a) Your right to exploit the Artwork as stipulated above shall be without limitation in time. We may, however, terminate the term of the license if you should be in material breach of any provisions of this Agreement.

5. Your Materials

a) You shall be the owner of all right, title and interest to Your Materials and this Agreement shall not constitute a transfer of any such ownership rights to us.

b) We shall be entitled to use Your Materials when creating the Artwork. We shall also be entitled to display the Artwork on the Web Page or else use it in the general promotion of our services. Any other rights to use Your Materials shall be deemed especially reserved by you.

6. Warranties and representations

a) You hereby represent and warrant that

 

  • Your Materials shall not infringe on any copyright, any trade mark right, any design right, any patent right, any right to a person’s name or picture, any privacy right or any other right of any person or entity;
  • you have obtained all relevant consents for any use hereunder of Your Materials, including all necessary consents according to the Copyright Act, the Swedish Trade Mark Act (Act 1960:644), the Swedish Personal Data Protection Act (Act 1998:204),the Swedish Act on the Use of Names and Pictures in Advertising (Act 1978:800) or any similar legislation in any other country where the Artwork is to be used;
  • you have obtained all relevant consents from the creators of Your Materials and/or all persons or third parties who holds or owns rights to Your Materials;
  • Your Materials do not violate any law in any country of the world;
  • Your Materials do not contain any material which is referred to in chapter 16 § 5 of the Criminal Act as regards instigation of rebellion, in chapter 16 § 8 of the Criminal Act as regards the persecution of an ethnic group, in chapter 16 § 10 a of the Criminal Act as regards child pornography crimes or chapter 16 kap § 10 b of the Criminal Act as regards unlawful descriptions of violence;
  • Your Materials shall not be obscene and defamatory of any person;
  • You have attained the age of 18.

 

b) We hereby represent and warrant that

 

  • Our Materials shall not infringe on any copyright, any trade mark right, any design right, any patent right, any right to a person’s name or picture, any privacy right or any other right of any person or entity;
  • we have obtained all relevant consents for any use hereunder of our Materials, including all necessary consents according to the Copyright Act, the Swedish Trade Mark Act (Act 1960:644), the Swedish Personal Data Protection Act (Act 1998:204),the Swedish Act on the Use of Names and Pictures in Advertising (Act 1978:800) or any similar legislation in any other country where the Artwork is to be used;
  • we have obtained all relevant consents from the creators of Our Materials and/or all persons or third parties who holds or owns rights to Our Materials;
  • Our Materials do not violate any law in any country of the world;
  • Our Materials do not contain any material which is referred to in chapter 16 § 5 of the Criminal Act as regards instigation of rebellion, in chapter 16 § 8 of the Criminal Act as regards the persecution of an ethnic group, in chapter 16 § 10 a of the Criminal Act as regards child pornography crimes or chapter 16§ 10 b of the Criminal Act as regards unlawful descriptions of violence;
  • Our Materials shall not be obscene and defamatory of any person;

 

7. Indemnification

 

a) You shall indemnify and hold us and any of our affiliates, corporation partners, directors, members, employees, representatives etc. harmless from and against any and all claims, losses, damages, liabilities, costs and expenses, including, without limitation, legal expenses and reasonable counsel fees, arising out of any breach, or alleged breach, by you of the above warranties and representations and/or the provisions regarding your use of Our Materials hereunder.

 

b) We shall indemnify and hold you and any of your affiliates, licensees, directors, members, employees, representatives etc. harmless from and against any and all claims, losses, damages, liabilities, costs and expenses, including, without limitation, legal expenses and reasonable counsel fees, arising out of any breach, or alleged breach, by us of the above warranties and representations and/or the provision regarding our use of Your Materials hereunder.

 

8. Damages

 

a) Should we be in breach of contract, we shall compensate you for any damage caused by reason of such breach of contract (including indirect losses, such as lost profits, costs of equipment and similar costs or losses) and this without proof or intent or negligence. As regards defaults and delays, the provisions in 3 b) – c) on penalties and limitation of liability shall, however, apply instead.

 

b) Should you be in breach of contract, you shall compensate us for any damage caused (including indirect losses, such as lost profits, costs of equipment and similar costs or losses) by reason of such breach of contract and this without proof or intent or negligence.

 

9. Access to the Web Site

a) We will do our utmost to ensure that availability of the Web Site will be uninterrupted and that transmissions will be error-free. However, due to the nature of the Internet, this cannot be guaranteed. Also, your access to the Web Site may also be occasionally suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or services. We will attempt to limit the frequency and duration of any such suspension or restriction.

b) We assume no liability whatsoever for any errors or delays or interruptions in the services provided on the Web Site in the case such services are attributable to your computer system or network, your access to the Internet, transmission errors or other errors and/or delays or interruptions on the Internet or other public networks.

 

10. Force Majeure

 

a) Neither party shall be required to fulfill any of its obligations set out herein if such fulfillment cannot be fulfilled due to circumstances outside the control of such party (”Force Majeure”). Should a party be unable to fulfill its obligations due to Force Majeure, such Party shall forthwith notify the other party of this and, if possible, estimate when due fulfillment can be expected.

 

 

11. Personal Data

 

a) We process all personal data transferred to us in accordance with the Swedish Personal Data Protection Act (Personuppgiftslagen 1998:204). We may only use your personal data for internal use and for the fulfilment of our obligations pursuant to this Agreement and may not sell, transfer, lend, license the data to any other third party or show the data to any other third party or inform any third party of the data. Should you want to receive information about what personal data concerning you we have, you can contact our customer service (please see below). Please also contact our customer service if you should want us to delete or alter such personal data.

 

12. Customer Service

 

a) Should you have any questions or wish to submit any complaints to us, please contact our customer service.

 

13. Miscellaneous

 

a) We may transfer our rights and obligations of this Agreement, in whole, to any third party without your prior written consent.

 

b) Any notice pursuant to this Agreement to be given by a party under this Agreement shall be deemed to have been given i) in the case of personal service; at the time of service, ii) in the case of prepaid registered mail: at the latest 7 days after the date of mailing and in the case of an e-mail; in the case of the date of mailing if sent by us to the e-mail adress used by you when purchasing Artwork or if sent by you to the e-mail adress of our customer service (as indicated on the Web Site).

 

c) If any provision of this agreement or the application of it shall be declared or deemed void, invalid or unenforceable in whole or in part for any reason, the parties shall amend this Agreement in order to give effect to, so far as is possible, the intention of this agreement. If the parties fail to amend this agreement, the provision, which is void, invalid or unenforceable, shall be deemed deleted and the remaining provisions of this Agreement shall continue in full force and effect.

 

c) The headings in this agreement are for convenience only and shall not affect the interpretation of any provision of this agreement.

 

d) In event that any discrepancy or ambiguity exists as between the provisions of this agreement and the information contained on the Web Site, the provisions of this Agreement shall take precedence.

 

e) This contract has been executed in digital form and we will store its copy in such form, properly signed.

 

14. Governing law and disputes

 

a) This agreement shall be governed by and construed in accordance with the laws of Sweden. Disputes arising out of, or in connection with this Agreement shall be settled by the district court of Stockholm, Sweden (“Stockholms Tingsrätt”) as first instance.