Last update: 28 February 2025
Introduction
We are Vinyl Farming (“we”, “us”, “our”) and we operate the Vinylfarming.com website and app (the “Platform”).
We are registered in Italy at Via F.Coppi Ruffano (LE). Our VAT number is IT04750110753. Please read these Terms and Conditions carefully, as they are legally binding and govern the use of our Platform. Please also review our Privacy Policy which describes how we collect, use, and share your personal data.
Our Platform gives artists and music rightsholders (“Creators”) the ability to upload their own artwork, music and metadata onto our Platform and make available physical album releases for fans to purchase directly from us.
We will take everything from there, manage fan transactions, take payment, manufacture and deliver those releases directly to fans. We will refer to this as our “Creator Services” from now on. When you use our Creator Services, you agree that you are acting in the course of business or trade and not as a consumer. There are specific terms applicable to Creator Services and Consumer set out below, however even if you do not make use of our products or services, the rest of these Terms and Conditions still apply to you.
Your use of Our Platform
We do not guarantee that our Platform, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Platform for business and operational reasons, but we will try to give you reasonable notice of this.
You are responsible for ensuring that all persons who access our Platform through your internet connection are aware of these Terms and Conditions and other applicable terms and conditions, and that they comply with them.
You might be required to register on our Platform to use all of its features. If you do so, you must provide us with accurate and complete registration information. If you fail to do this, we may immediately close your account. You must never impersonate a third party or make an account name subject to rights of a third party without proper authorisation. You are solely responsible for any activity occurring on your account – please do not disclose your password to any third party.
1. Consumer
The following terms are applicable to our Consumer.
Consumers purchasing Products have statutory rights
Products are made for you specifically to order and, except as otherwise set out in this 1. or otherwise as required under applicable law, you have no right to return them or receive a refund if you change your mind.
Since these are on demand products, they may require a production time of seven to twelve (7 to 12) working days from receipt of payment.
Consumer law states that goods we supply to you must be as described, fit for purpose and of satisfactory quality. If there is something wrong with your product or you don’t think it meets these requirements, please let us know by email and we will look into this for you. Please be aware that sometimes the final Products delivered to you may vary in small ways from their images or description on the Platform.
Making a purchase
We will contact you to confirm we’ve received your order and when your order is dispatched. Your order won’t be confirmed until we notify you of this. We reserve the right to reject an order, for example due to technical issues or where you are located somewhere we do not offer delivery. When this happens, we will let you know as soon as possible and refund you for the full amount.
We will provide all necessary information to you as you progress through the purchase process, such as total costs, delivery methods and dispatch time. You will be charged for your purchase at checkout.
Please note that sometimes events outside of our control may result in a delay in getting your purchases to you. In those cases, we won’t be able to compensate you for this delay.
We may terminate the contract in place between us and you for the supply of goods, and seek compensation from you, if you don’t make a payment to us when it becomes due, or within a reasonable time of us asking for us, you don’t provide us with information we need in order to supply a product to you.
2.: Creator Services
The following terms are applicable to the Creator Services
Using the Creator Services
As mentioned above, the Creator Services are designed for use by Creators in a business capacity, even if you are an individual. If you are using the Creator Services on behalf of an organisation, band, record label or similar (“Creator Group”), then you represent and warrant that you are a duly authorised representative of that Creator Group and any artists represented by the Creator Group, with the authority to bind each of them to these Terms and Conditions, and agree to be bound by these Terms and Conditions on behalf of each of them.
Any terms relating to the Creator Services may be modified or replaced at any time by posting a notice on our Platform. It is your responsibility to check these Terms and Conditions periodically for changes and your continued use of the Creator Services constitutes acceptance of those changes. We may also limit or restrict your access to parts or all of the Creator Service without notice or liability.
Our Platform is available “as is”, and provided, where permitted by applicable law, without any warranty of any kind, whether express or implied, including, but not limited to, non- infringement, merchantability and fitness for a particular purpose, together with any warranties implied by any course of performance or trade. We do not warrant that the Creator Services will: (a) be secure or available at any particular time or location; (b) be free of errors or viruses; or (c) meet your requirements.
You must provide to us, at your own expense, all artwork, logos, sound recordings, musical works and other audio, metadata and any other information (“Content”) we deem necessary to provide you with the Creator Services and to sell Products containing some or all of such Content. You must not upload any Content which you do not hold the necessary rights for. Any unauthorised use of copyright protected material within your Content, independent of whether it is or becomes authorised at a later point, may constitute an infringement of third party rights and is strictly prohibited. Any such infringements may result in termination of your access to our Platform and may also result in civil litigation or criminal prosecution by or on behalf of the relevant rightsholder or us. Although we are not required to monitor Content, we may do so to detect and prevent fraudulent activity or violation of these Terms and Conditions, and in our sole discretion, remove Content and/or Fan Products from the Platform at any time and for any reason without notice. We will cancel all orders, destroy the produced records and issue no refunds to Creators who ordered their own records that breach third party rights.
To the extent not prohibited by applicable laws, we have complete discretion to set or adjust the retail price at which your Content is sold through the Creator Services, though we may offer ‘price bands’ for you to select as your price recommendation. As between you and us, we are solely responsible for processing payments, payment collection, requests for refunds and related customer service. We will work with third parties to provide certain payment services on our behalf. The processing and settlement of payment transactions on the Platform is carried out by our payment partners under separate terms and policies.
Our rights to use your Content
You may withdraw your Content from the Creator Services at any time by logging into your account on the Platform and navigating to the appropriate Content management page. We may complete and fulfil any orders that have been placed before you took down your Content.
We may remove or modify your Content at any time and for any reason, including if we determine that it does not comply with these Terms and Conditions. This means that it may not be available for purchase on our Platform and we may cancel any orders for Fan Products which have not yet been fulfilled.
You need to own or have a licence to use your Content that you upload to the Creator Services. Subject to the rights and licences you grant in these Terms and Conditions, as between us and you, you will retain all rights, title and interest in and to your Content, including the copyright and all other intellectual property rights embodied in or associated with them.
By uploading Content to our Platform, you grant to us a non- exclusive, royalty-free, and fully paid up worldwide licence (including the right to sub-license) to, for the duration you make the Content available on our Platform (together with the duration for which any Fan Products embodying the Content are made available by us for sale on our Platform): reproduce host and transmit the Content on our servers and third party servers; reproduce the Content in any medium to produce Fan Products; sell and distribute the Content as it is embodied in the Fan Products by means of physical distribution; communicate to the public audio clips of the Content of up to 90 seconds per song on our Platform, our social media channels and via other channels for marketing purposes and promoting the availability of the Fan Products; and to otherwise use, copy, share, sell, reproduce, distribute, publicly display, make available and communicate to the public such Content for the purposes of providing the Creator Services or fulfilling orders for Fan Products.
You also grant to us the irrevocable right to use the Creator’s name, image and likeness (including as may be embodied in your Content), together with the name, image and likeness of any other performer, artist or contributor featured in your Content, and any relevant trade marks, service marks, slogans, logos or similar for marketing or promotional purposes, to provide the Creator Services and to fulfil orders for Fan Products. We reserve the right to market and promote your Content by making it (or parts of it) available to prospective customers without charge. We will not owe you any fees for any marketing or promotional efforts, and you acknowledge that we have no obligation to market, distribute, or offer for sale your Content. In some circumstances we may need to edit or reformat your Content to ensure it is compatible with the Creator Services.
You hereby represent and warrant to us that:
you have obtained all rights, licences, waivers, consents and permissions necessary for us to exercise our rights pursuant to the licences you have granted us under these Terms and Conditions;
you will not impersonate any person orentity, falsely state or otherwise misrepresent your affiliation with a person or entity, or breach or circumvent any applicable laws when using the Creator Services;
nofees, royalties, remuneration or other pay mentsshallbe due by us or any user of our Platform to any Creator or third party, including, but not limited to, any union, guild, non- featured vocalist or musician, engineer or producer, for the use or re-use of your Content as authorised by these Terms and Conditions;
your Content and its availability on our Platform does not and will not infringe or violate the rights of any third party, including, without limitation, any intellectual property rights, performers’ rights, rights of privacy or publicity, rights in confidential information or applicable laws;
you have obtained any and all necessary consents, permissions and/or releases from any and all persons appearing in or whose contributions are embodied in your Content in order to include their name, voice, performance or likeness in your Content;
your Content is accurate and free of errors and will not be unlawful, abusive, libellous, defamatory, pornographic or obscene, and will not promote or incite violence, terrorism, illegal acts, or hatred on the grounds of race, ethnicity, cultural identity, religious belief, disability, gender, identity or sexual orientation; and
your Content does not and will not create any liability on the part of us, its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers and/or shareholders.
You here by in demnify usinfull again stall liabilities ,costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by us and our sub-licensees arising out of or in connection with any claim brought against us, our agents, subcontractors or consultants (and each of our sub- licensees’ agents, subcontractors or consultants) in connection with: (a) the receipt or use of your Content in the performance of these Terms and Conditions; (b) your use or misuse of, or access to, our Platform; (c) your violation of these Terms and Conditions; and (d) any claims from a third party claiming any right in or to your Content, including performance, mechanical and synchronisation royalties.
Uploading Content to our Platform
We do not guarantee that our Platform will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform to access our Platform.
We require that any Content uploaded to our Platform meets certain minimum standards and is provided in required format(s). You must ensure that any Content you upload complies with its requirements.
You must not misuse our Platform by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful.
How we pay Creators
Subject to your compliance with these Terms and Conditions, you will be entitled to a share of revenue we receive directly, solely and identifiably from the sale by us of Fan Products on the Platform, calculated on the gross revenue (less any value added tax (‘VAT’) or other applicable taxes, less payment fees from our payment providers) from valid transactions. The share of revenue may be adjusted by us on a prospective basis from time to time after providing you with reasonable notice either through the Platform or by other written means or email.
We aim to process your royalties for sales at the end of every following month. For example, in the last week of November we would process your earnings for October. At this point you will see the funds available under “Sales” on the platform, together with a detailed breakdown of all transactions. Once you have a positive balance, you can request a payout from the same page.
Termination
Without limiting any of our other rights, we may suspend the performance of the Creator Services, or terminate these Terms and Conditions: (a) at any time for convenience upon ten (10) days’ notice to you; or (b) or with immediate effect by giving written notice to you if:
You commit a material breach of any term of these Terms and Conditions and (if we consider such a breach is capable of remedy) you fail to remedy that breach within ten (10) days of you being notified in writing to do so;
Governing law
If you are a consumer, please note that these Terms and Conditions, their subject matter and their formation, are governed by Italian law. You and we both agree that the courts of Italy will have exclusive.
If you are a business user (including Creators), these Terms and Conditions, their subject matter and their formation (and any non-contractual disputes or claims) are governed by Italian law. We both agree to the exclusive jurisdiction of the courts of Italy.
A few final legal points
Assignment. We can transfer our contract with you, so that a different organisation is responsible for supplying products and services to you. We’ll contact you to let you know if we plan to do this. You can only transfer your contract with us to someone else if we agree.
Termination. Without limiting any of our other rights, we may terminate these Terms and Conditions with immediate effect by giving written notice to you if you commit a material breach of any term of these Terms and Conditions and (if we consider such a breach is capable of remedy) you fail to remedy that breach within seven (7) days of you being notified in writing to do so.
Third party rights. These Terms and Conditions are in place between us and you. Nobody else can enforce them.
Severance. If a court invalidates part of these Terms and Conditions or decides that part of them is unlawful, the rest of them will still apply.
No waiver. Even if we delay in enforcing our rights under these Terms and Conditions, we can still enforce them later. We might not immediately chase you for not doing something (like paying) or for doing something you’re not allowed to, but that doesn’t mean we cannot follow up on this at a later date and exercise our rights.
Entire agreement. If you are a business customer, these Terms and Conditions constitute the entire agreement between us in relation to our Platform and the Creator Services. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by us or on our behalf which is not set out in these Terms and Conditions and that you have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.