Terms & Conditions

1. Introduction

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

b) We create cover artwork that you may use in connection with digital music releases, including downloading, streaming, promotion and related uses. The cover artwork we create for you under this Agreement is referred to as the “Artwork”.

c) We create the Artwork by using one of the artwork templates, design systems, visual assets, or other creative frameworks made available by us on coverartfactory.com (the “Website”), together with the pictures, graphical materials, texts and other content you provide when ordering the Artwork.

d) These Terms & Conditions, together with any information referenced on the Website, govern your purchase of Artwork from us and your use of such Artwork (together, the “Agreement”). Please read them carefully. If you do not agree to these Terms & Conditions, please do not purchase Artwork from us.

2. Ordering, prices and delivery

a) When you place an order to purchase Artwork from us, you may be asked to provide pictures, graphical material, text, and other assets that we will use when creating the Artwork. Such material must comply with the specifications provided in connection with the relevant service, template, or ordering flow on the Website, as well as with this Agreement.

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

c) When you place an order, we may send an e-mail confirming receipt of your order. Once we have reviewed and accepted Your Materials, where such review is applicable, we may send a further confirmation that we accept your order (the “Confirmation E-mail”). We reserve the right to reject any order at our discretion.

d) Once we have sent the Confirmation E-mail, you are not entitled to cancel or modify the order, unless otherwise required by mandatory law or expressly agreed by us in writing.

e) The purchase price is displayed on the Website. Unless otherwise stated, prices are listed in USD and are inclusive of VAT where applicable.

f) We deliver the Artwork via downloadable link, e-mail, account access, or another digital delivery method chosen by us.

g) Delivery is normally made within the time frame stated for the relevant product or service on the Website, and, where applicable, after our receipt of payment and any required materials from you.

3. Defaults, delays and limitation of liability

a) Immediately after receiving the Artwork, you shall examine it. If there are deviations or shortcomings in relation to the relevant specifications, 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 such defects or shortcomings. Any deviations or shortcomings properly notified by you shall be remedied by us within a reasonable time.

b) In cases of delay caused solely by us, a penalty may be paid in the amount of 10 percent of the fixed purchase price for each commenced week for which delivery is delayed. If the delay exceeds 2 weeks, you may rescind the Agreement by notifying us in writing, including by e-mail. If you rescind the Agreement on this basis, we shall repay the purchase price paid for the relevant Artwork. For the avoidance of doubt, if we repay the purchase price, we shall not be liable to pay any further damages except where mandatory law requires otherwise.

c) In addition to any mandatory rights you may have under applicable law, our liability for defects and delays is limited as follows:

• We shall not be liable for indirect losses, such as lost profits, loss of business, loss of goodwill, or costs of equipment.
• In the absence of intent or gross negligence, our total liability shall not exceed the purchase price of the relevant Artwork.
• We shall not be liable for your loss of data, except to the extent liability cannot be excluded under mandatory law.

4. Your license to use the Artwork

4.1 License

a) The templates, designs, layouts, graphical elements and other materials made available by us may be protected by copyright, trademark, design and other intellectual property laws. All materials contained in the Artwork that are not Your Materials are referred to below as “Our Materials”.

b) We are and remain the owner of all right, title and interest in and to Our Materials. This Agreement does not transfer ownership of Our Materials to you.

c) Subject to this Agreement, we grant you a non-exclusive license to:

• make the Artwork available to the public on the internet, in mobile communication networks, or otherwise in connection with the digital distribution of your music files, including downloading, streaming and streaming on demand;
• use the Artwork in connection with online advertising, promotion and publicity for the music files associated with the Artwork;
• make copies of the Artwork as necessary in connection with digital distribution of your music files;
• sub-license the rights above to record companies, aggregators, digital music services, distributors and resellers of digital music; and
• allow end users to make copies of the Artwork to the extent necessary for their legitimate use of the relevant music files.

d) You may not alter the Artwork provided by us unless we have expressly agreed otherwise in writing or such alteration is technically required by a distributor, platform, or store and does not materially change the Artwork. You may not exploit Our Materials separately from the Artwork. You may not register any of Our Materials, or any confusingly similar material, as trademarks, designs, or similar rights, nor challenge our rights in such materials without our prior written consent.

e) The license granted to you is worldwide.

f) The license is non-exclusive. This means that we may use Our Materials for other purposes, including allowing other customers to use the same or similar templates, frameworks, or design elements.

g) All rights not expressly granted are reserved by us. Without limiting the generality of the foregoing, unless we expressly agree otherwise in writing, you may not use the Artwork:

• for merchandising purposes, such as printing the Artwork on t-shirts, posters or physical products for sale;
• separately from the music files or release associated with the Artwork, such as for wallpapers or screen savers; or
• in the promotion, advertising or publicizing of third-party products or services not connected to the relevant music release.

4.2 Term and termination

a) Your right to exploit the Artwork as set out above is granted without limitation in time, unless this Agreement is terminated due to your material breach. We may terminate the license if you materially breach this Agreement.

5. Your Materials

a) You are and remain the owner of all right, title and interest in and to Your Materials. This Agreement does not transfer ownership of Your Materials to us.

b) We are entitled to use Your Materials solely for the purpose of creating, delivering and supporting the Artwork. We may also display the finished Artwork as part of our portfolio, on the Website, and in the marketing of our services, unless otherwise agreed in writing. You confirm that any person depicted in Your Materials, or any rights holder whose consent is required for such use, has given the necessary consent for such use by us in accordance with this Agreement.

6. Warranties and representations

a) You represent and warrant that:

• Your Materials do not infringe any copyright, trademark, design right, patent, privacy right, publicity right, or any other right of any person or entity;
• you have obtained all necessary rights, permissions, licenses and consents required under applicable copyright law, trademark law, data protection law, and the Swedish Act on the Use of Names and Pictures in Advertising (1978:800), as well as any similar or corresponding legislation in any country where the Artwork is to be used;
• you have obtained all relevant permissions from the creators of Your Materials and from any person or third party who holds rights in Your Materials;
• Your Materials do not violate applicable law in any relevant jurisdiction where the Artwork is intended to be used;
• Your Materials are not obscene, defamatory, unlawful, or otherwise prohibited content; and
• you are at least 18 years of age.

b) We represent and warrant that:

• Our Materials, excluding any part based on or incorporating Your Materials, do not knowingly infringe any copyright, trademark, design right, patent, privacy right, publicity right, or any other right of any person or entity;
• we have obtained all necessary rights, permissions and consents required for our use of Our Materials under applicable law, including applicable copyright law, trademark law, data protection law, and the Swedish Act on the Use of Names and Pictures in Advertising (1978:800), where relevant; and
• Our Materials are not knowingly unlawful, obscene, or defamatory.

7. Indemnification

a) You shall indemnify and hold us, our affiliates, partners, directors, officers, employees and representatives harmless from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable legal fees, arising out of or in connection with any breach, or alleged breach, by you of your warranties, representations or obligations under this Agreement, including with respect to Your Materials and your use of the Artwork.

b) We shall indemnify and hold you, your affiliates, licensees, directors, officers, employees and representatives harmless from and against any claims, losses, damages, liabilities, costs and expenses, including reasonable legal fees, arising out of or in connection with any breach, or alleged breach, by us of our warranties, representations or obligations under this Agreement, excluding matters caused by Your Materials.

8. Damages

a) If we are in breach of contract, we shall compensate you for direct damage caused by such breach, subject always to the limitations in Section 3 and except where mandatory law requires otherwise.

b) If you are in breach of contract, you shall compensate us for the damage caused by such breach, including reasonable costs incurred by us as a result of the breach.

9. Access to the Website

a) We aim to ensure that the Website is available and that transmissions are error-free. However, due to the nature of the internet, uninterrupted and error-free availability cannot be guaranteed. Your access to the Website may occasionally be suspended or restricted to allow for repairs, maintenance, updates, or the introduction of new services.

b) We assume no liability for errors, delays or interruptions in services on the Website to the extent such issues are attributable to your computer systems, your network, your internet access provider, transmission errors, or failures in public communications networks.

10. Force Majeure

a) Neither party shall be required to fulfill any obligation under this Agreement to the extent such fulfillment is prevented by circumstances outside that party’s reasonable control (“Force Majeure”). A party affected by Force Majeure shall notify the other party without undue delay and, where possible, provide an estimate of when performance may resume.

11. Personal Data

a) We process personal data in accordance with applicable data protection laws, including the EU General Data Protection Regulation (GDPR) and applicable Swedish supplementary data protection legislation.

b) We use personal data only as necessary to administer orders, deliver Artwork, provide customer service, maintain account or transaction records, protect our legitimate business interests, and otherwise fulfill our obligations under this Agreement.

c) We do not sell personal data to third parties. Where required by law, we provide information about how personal data is processed and what rights the data subject has.

d) If you want information about how we process personal data relating to you, or if you want to request access, correction, or deletion where applicable, please contact our customer service or consult our Privacy Policy.

12. Customer Service

a) If you have any questions or wish to submit a complaint, please contact our customer service through the contact options made available on the Website.

13. Miscellaneous

a) We may transfer our rights and obligations under this Agreement, in whole or in part, to a third party without your prior written consent, provided that such transfer does not materially reduce your rights under this Agreement.

b) Any notice under this Agreement shall be deemed given: (i) in the case of personal service, at the time of service; (ii) in the case of prepaid registered mail, no later than 7 days after mailing; and (iii) in the case of e-mail, on the date sent, provided it is sent to the e-mail address used by you in connection with your purchase, or by you to the customer service contact made available on the Website.

c) If any provision of this Agreement is held to be invalid, illegal or unenforceable, in whole or in part, the remaining provisions shall remain in full force and effect. The parties shall in good faith seek to replace the invalid provision with a valid provision that most closely reflects the original commercial intent.

d) The headings in this Agreement are for convenience only and shall not affect its interpretation.

e) If any discrepancy exists between these Terms & Conditions and general informational text elsewhere on the Website, these Terms & Conditions shall prevail.

f) This Agreement may be entered into and stored in digital form.

14. Governing law and disputes

a) This Agreement shall be governed by and construed in accordance with the laws of Sweden.

b) Disputes arising out of or in connection with this Agreement shall be settled by Stockholm District Court (Sw. Stockholms tingsrätt) as the court of first instance, unless otherwise required by mandatory law.