BYHEART DESIGN SWEDEN

This Design License Agreement ("Agreement") sets forth the terms under which Byheart Design Sweden grants the Licensee the right to use the Licensed Design identified below.

This Agreement is intended exclusively for business-to-business (B2B) transactions.

1. PARTIES

1.1 LICENSOR

Byheart Design Sweden
Artist & Surface Pattern Designer: Batoul Yazdanian
Nämndemansgatan 11
170 66 Solna
Sweden

VAT No.: SE670919250101
Email: info@byheart.design
Phone: +46 (0)73 940 56 18
Website: byheart.design

1.2 LICENSEE

Company / Legal Name:

Company Registration No.:

VAT No. (if applicable):

Registered Address:

Postal Code / City:

Country:

Contact Person:

Email:

Website:

The Licensee confirms that it enters into this Agreement in the course of its trade, business, or professional activity and not as a private consumer.

2. LICENSED DESIGN & FILE REQUIREMENTS

2.1 Licensed Design

Design Title:

Design Reference / SKU:

Intended Application / Product:

2.2 File Requirements

Requested Repeat / Tile Size:
________ cm × ________ cm

☐ No specific repeat size required
☐ To be confirmed with Byheart Design

Requested Print Scale:

☐ As shown in the Byheart Design portfolio
☐ Smaller scale
☐ Larger scale
☐ Specific requirement: ______________________

Standard Resolution: 300 dpi

Required File Format:

☐ PSD
☐ TIFF
☐ JPEG
☐ PNG
☐ Other: _________________________________

Color Mode / Production Requirements:

☐ RGB
☐ CMYK
☐ Other / Printer Specification: _______________

Requested Color Adjustments / Colorways:

Other Production Requirements:

Final file dimensions, repeat size, print scale, color mode, and file format are subject to technical feasibility and confirmation by Byheart Design.

Custom repeat development, significant rescaling, additional colorways, motif rearrangement, or other production-specific adaptations may incur an additional design or production fee. Any additional fee shall be agreed upon before such work begins.

3. LICENSE & INTELLECTUAL PROPERTY RIGHTS

This Agreement governs the licensing and, where expressly specified, assignment of economic rights in the Licensed Design in accordance with applicable Swedish copyright law, including the Swedish Copyright Act (1960:729).

All copyright and rights not expressly licensed or assigned under this Agreement remain with Byheart Design Sweden and the Artist, Batoul Yazdanian.

Please select the applicable license type.

Byheart Design will confirm the final license type, scope, and fee in writing.

3.1 NON-EXCLUSIVE LICENSE

☐ Non-Exclusive License

The Licensee is granted a limited, non-exclusive right to use the Licensed Design solely for the Product Category, Approved Products, Territory, and License Term expressly specified in this Agreement.

Byheart Design retains copyright and ownership of the Licensed Design and remains free to use the Design and license the same Design to other clients, subject to any existing contractual commitments.

Standard indication: From €450 for one Product Category, an agreed regional/international Territory, and a 2-year License Term. See the Standard Licensing Fee Guide at the end of this Agreement.

3.2 EXCLUSIVE LICENSE

☐ Exclusive License

The Licensee is granted an exclusive right to use the Licensed Design solely within the Product Category, Approved Products, Territory, and License Term expressly specified in this Agreement.

During the agreed License Term, Byheart Design shall not grant another client rights to use the same Design within the specific exclusive scope stated in this Agreement.

All rights outside the agreed exclusive scope remain with Byheart Design.

Byheart Design retains copyright and ownership of the Licensed Design.

Standard indication: From €850 for one Product Category, a defined Territory, and a 1-year License Term. Broader exclusivity and worldwide exclusive rights are individually quoted.

3.3 ROYALTY-BASED LICENSE

☐ Royalty-Based License

The Licensee is granted the right to use the Licensed Design within the agreed Product Category, Approved Products, Territory, and License Term in return for the royalty specified in this Agreement.

Agreed Royalty Rate: ______ %

Unless otherwise expressly agreed, royalties shall be calculated on Net Sales, as defined in Section 5.6.

Advance Against Royalties:

☐ No Advance Against Royalties
☐ Advance Against Royalties: € / $ ______________

Royalty Reporting:

☐ Quarterly
☐ Every six months
☐ Other: _________________________________

Byheart Design retains copyright and ownership of the Licensed Design.

Standard indication: From 7% of Net Sales. An Advance Against Royalties may be agreed upon depending on the client, Product Category, anticipated sales volume, Territory, and overall license scope.

3.4 FULL BUYOUT / ASSIGNMENT OF ECONOMIC RIGHTS

☐ Full Buyout / Assignment of Economic Rights

A Full Buyout is available only by separate written Agreement and individual quotation.

Where expressly agreed, Byheart Design may assign specified economic rights in the Licensed Design to the Licensee.

Only the economic rights expressly identified in the written Assignment Schedule are transferred.

Any assignment becomes effective only after full payment of the agreed Assignment Fee.

Assignment Fee:
€ / $ _________________________________

Economic Rights Assigned:

Territory:

Effective Date:

No rights shall be deemed transferred merely because the Licensee has requested a Full Buyout.

Nothing in this Agreement constitutes a general transfer or waiver of the Artist's moral rights. Batoul Yazdanian remains the creator of the Design, subject to applicable law.

Standard indication: Individually quoted. A Full Buyout is priced substantially higher than a standard license because specified economic rights are assigned rather than licensed for a limited period.

4. LICENSE SCOPE

The License is strictly limited to the scope expressly agreed upon below.

Any use outside the agreed scope requires prior written approval from Byheart Design and may be subject to an additional license fee.

4.1 Product Category

☐ Womenswear
☐ Menswear
☐ Childrenswear
☐ Activewear / Sportswear
☐ Swimwear
☐ Accessories
☐ Home & Interior
☐ Fabric / Textiles
☐ Stationery / Gift
☐ Other: _________________________________

Approved Product(s) / Application:

The License applies only to the Product Category and Approved Products specified above.

Any additional Product Category or product application requires Byheart Design's prior written approval and may be subject to an additional license fee.

4.2 Territory

☐ Europe
☐ North America
☐ Asia-Pacific
☐ Worldwide
☐ Other / Specific Territory: __________________

Agreed Territory:

Use of the Licensed Design outside the Agreed Territory is not permitted without prior written approval from Byheart Design.

4.3 License Term, Expiration & Renewal

Start Date:

End Date:

☐ 1 year
☐ 2 years
☐ 3 years
☐ Other: _________________________________

The License does not renew automatically.

If the Licensee wishes to continue manufacturing products incorporating the Licensed Design after the End Date, a renewal or extension must be agreed upon in writing with Byheart Design before expiration.

Upon expiration, the Licensee shall cease all new manufacturing, reproduction, and other new commercial use of the Licensed Design unless a renewal or extension has been agreed upon in writing.

Remaining authorized inventory manufactured before the End Date may be sold only during the Sell-Off Period provided for in Section 9.3.

Continued manufacturing, reproduction, or other use of the Licensed Design after expiration without a written renewal or extension constitutes unauthorized use. It may constitute a breach of this Agreement and infringement of Byheart Design's intellectual property rights.

Byheart Design may send a renewal reminder before expiration but is not obligated to do so.

4.4 Production & Distribution

Anticipated Production / Distribution:

☐ Small / Limited Production
☐ Standard Commercial Production
☐ Large-Scale Retail / International Distribution
☐ Estimated Production Quantity: __________ units
☐ To be confirmed

Sales Channels:

☐ Retail Stores
☐ E-commerce
☐ Wholesale
☐ Marketplace
☐ Other: _________________________________

The agreed license fee may take into account the anticipated scale of production and distribution.

A material expansion of production, distribution, or use beyond the agreed scope may require prior written approval and an additional fee.

5. AGREED LICENSE, FEES, PAYMENT & ROYALTIES

5.1 Agreed License & Fee

This section records the License actually agreed upon between the parties and takes precedence over the indicative Standard Licensing Fee Guide.

Licensed Design:

License Type:

Product Category:

Approved Products:

Territory:

License Term:

Production / Distribution:

Final Agreed License Fee:
€ / $ _________________________________

Currency:

☐ EUR
☐ USD
☐ Other: _________________________________

5.2 VAT & Taxes

All fees and other amounts stated in this Agreement are exclusive of Value Added Tax (VAT) unless expressly stated otherwise.

VAT and other applicable taxes shall be charged, accounted for, or otherwise treated in accordance with applicable Swedish tax legislation and, where relevant, applicable European Union rules concerning place of supply and reverse charge.

The applicable tax treatment shall be determined by the circumstances of the relevant transaction, including the Licensee's place of establishment and tax status.

5.3 Payment

Payment may be made using any payment method made available by Byheart Design at the time of payment, including:

☐ Credit or Debit Card
☐ Bank Transfer
☐ Shopify Checkout / Secure Payment Link
☐ Other payment method offered by Byheart Design

Available payment methods may vary depending on country, currency, and the payment services available through Byheart Design.

Unless otherwise agreed upon in writing, payment shall be made within 14 days of the invoice date.

The License becomes effective only after:

The License becomes effective only after:
1. the final license scope and fee have been confirmed by Byheart Design;
2. both parties have accepted this Agreement; and
3. Byheart Design has received the required license fee, Advance Against Royalties, or other agreed initial payment.

Each party is responsible for fees charged by its own bank or payment provider.

Any currency-conversion charges applicable to the Licensee's chosen payment method shall be borne by the Licensee unless otherwise agreed upon.

Late payments may be subject to statutory default interest and reasonable recovery costs in accordance with applicable Swedish law.

5.4 Fixed License Fees

A fixed license fee grants only the rights expressly specified in this Agreement.

Payment of the license fee does not transfer copyright or ownership of the Licensed Design unless an Assignment of Economic Rights has been expressly agreed upon in writing.

Any extension of the Product Category, Approved Products, Territory, License Term, or other permitted use requires prior written approval from Byheart Design and may be subject to an additional fee.

5.5 Royalties

Where a Royalty-Based License is agreed upon, the Licensee shall pay Byheart Design the agreed percentage of Net Sales.

For each reporting period, the Licensee shall provide an accurate royalty statement showing, at minimum:

• units sold;
• relevant sales revenue;
• permitted deductions;
• Net Sales;
• returns and refunds; and
• the royalty amount payable.

Unless otherwise agreed upon, royalty statements and corresponding payments shall be provided within 30 days following the end of each reporting period.

5.6 Definition of Net Sales

For purposes of this Agreement, "Net Sales" means the gross amounts actually received or receivable by the Licensee from bona fide sales of products incorporating the Licensed Design to independent third parties, less only:

(a) actual customer returns and refunds;

(b) VAT, sales taxes, or similar transaction taxes included in the invoiced amount; and

(c) separately stated shipping charges actually charged to the customer.

No deduction shall be made for general overhead, salaries, marketing expenses, commissions, manufacturing costs, design costs, or other ordinary business expenses unless expressly agreed upon in writing.

5.7 Advance Against Royalties

Any agreed Advance Against Royalties shall be payable before commercial use of the Licensed Design begins.

Unless otherwise expressly agreed upon in writing, the Advance is non-refundable but recoupable against royalties subsequently earned under this Agreement.

5.8 Royalty Records

The Licensee shall maintain accurate records reasonably sufficient to verify royalty calculations for the duration of the License and for at least three (3) years thereafter.

Upon reasonable written notice, Byheart Design may request supporting information reasonably necessary to verify royalty statements.

6. FILE DELIVERY, CORRECTIONS & MODIFICATIONS

6.1 Digital Delivery & B2B Transactions

This Agreement is intended exclusively for B2B transactions.

The Licensee confirms that it enters into this Agreement in the course of its trade, business, or professional activity and not as a consumer.

Accordingly, statutory consumer withdrawal rights do not apply to this Agreement.

Once the final license terms have been accepted, the required payment has been received, and/or delivery of the Licensed Design has commenced, the license fee is non-refundable except where otherwise expressly provided in this Agreement or required by applicable law.

6.2 Correction of Delivery Errors

If a delivered file does not materially conform to the file specifications expressly confirmed in this Agreement due to an error attributable to Byheart Design, Byheart Design shall correct the file and provide a replacement file at no additional charge.

The Licensee should notify Byheart Design of any apparent technical error within 14 days of delivery, describing the issue in reasonable detail.

6.3 Licensee-Requested Changes

Changes requested by the Licensee after approval of the agreed file specifications — including changes to repeat dimensions, print scale, colorways, motif placement, composition, or file format — are not considered corrections of delivery errors and may be subject to an additional design or production fee.

Any additional fee shall be agreed upon before the additional work begins.

6.4 Permitted Technical Adjustments

The Licensee may make technical adjustments reasonably necessary for manufacturing the Approved Products, provided that such adjustments do not materially alter the artistic character of the Licensed Design.

Permitted technical adjustments may include necessary file conversion, reasonable positioning, production-related color profiling, and reasonable scaling within the agreed production requirements.

6.5 Creative Modifications

Without prior written approval from Byheart Design, the Licensee may not:

(a) materially alter the colors of the Design;

(b) add, remove, or substantially alter motifs;

(c) substantially rearrange the composition or create a different repeat;

(d) create derivative patterns or new designs based on the Licensed Design;

(e) combine substantial elements of the Licensed Design with other artwork or patterns to create a new derivative design; or

(f) permit a third party to make creative modifications beyond those reasonably necessary for manufacturing.

7. COPYRIGHT, OWNERSHIP & ORIGINAL ARTWORK

7.1 Copyright & Ownership

All copyright, intellectual property rights, and ownership in the Licensed Design remain with Byheart Design and the Artist, Batoul Yazdanian, except for economic rights expressly assigned under a separately agreed Full Buyout / Assignment of Economic Rights.

The Licensee receives only the rights expressly granted under this Agreement.

Delivery of artwork, PSD files, layered files, repeat files, or other production files does not transfer copyright or ownership and does not grant additional intellectual property rights.

7.2 Original Artwork

Where the Licensed Design has been developed from an original painting, drawing, or other artwork, ownership of the original physical artwork and all rights not expressly licensed or assigned remain with Byheart Design and/or the Artist.

Licensing a pattern developed from original artwork does not transfer ownership of the original physical artwork.

7.3 Moral Rights

Batoul Yazdanian remains the creator of the Licensed Design.

Nothing in this Agreement constitutes a general transfer or waiver of the Artist's moral rights.

Any limited consent relating to attribution or necessary production adaptations applies only to the extent expressly agreed upon and permitted by applicable law.

8. MANUFACTURERS, THIRD PARTIES & AI

8.1 Manufacturers & Production Partners

The Licensee may provide the Licensed Design and necessary production files to manufacturers, printers, and other production partners solely to the extent reasonably necessary to manufacture the Approved Products under this Agreement.

Such disclosure does not constitute a sublicense or transfer of ownership.

The Licensee shall take reasonable steps to ensure that its production partners use the Design only for authorized production and do not independently sell, license, redistribute, or otherwise use the Design for unrelated purposes.

8.2 Sublicensing & Transfer

The Licensee may not sublicense, assign, or transfer the License to another company or third party without prior written consent from Byheart Design.

8.3 AI & Machine Learning

Without prior written consent from Byheart Design, the Licensee shall not use, upload, or provide the Licensed Design, original artwork, motifs, or source files for the training, fine-tuning, or development of artificial intelligence or machine-learning systems.

The Licensee shall not use the Licensed Design, original artwork, or constituent motifs as input or reference material for generating derivative commercial designs through generative AI without prior written consent from Byheart Design.

9. PORTFOLIO, CONFIDENTIALITY, CREDIT & SELL-OFF

9.1 Portfolio Rights

Unless confidentiality or an embargo has been expressly agreed upon in writing, Byheart Design may display the Licensed Design in its professional portfolio, website, social media, trade show materials, lookbooks, and professional presentations.

Where the Licensee has not yet publicly launched the relevant collection or product, Byheart Design shall reasonably respect any agreed confidentiality or embargo period.

Embargo Until:

9.2 Designer Credit

Where commercially and technically reasonable, the parties may agree upon appropriate attribution such as:

"Print Design by Byheart Design"

or

"Artwork by Batoul Yazdanian"

Credit:

☐ Required where reasonably practicable
☐ Not required
☐ As otherwise agreed: ______________________

9.3 Sell-Off Period

Upon expiration of the License Term, all new manufacturing using the Licensed Design must cease.

Unless otherwise agreed upon in writing, the Licensee may sell remaining authorized inventory manufactured before the End Date for a maximum six (6) month Sell-Off Period.

No new production using the Licensed Design may take place during the Sell-Off Period.

Any applicable royalty obligations continue to apply to products sold during the Sell-Off Period.

The Sell-Off Period does not apply where the Agreement has been terminated because of serious unauthorized use or infringement, unless otherwise agreed upon or required by applicable law.

10. EXCLUSIVITY, NON-USE, BREACH & TERMINATION

10.1 Exclusive Rights & Non-Use

Exclusivity applies only to the Product Category, Approved Products, Territory, and License Term expressly stated in this Agreement.

Where an Exclusive License has been granted, and the Licensed Design is not commercially exploited within a reasonable period, Byheart Design may request written information regarding the Licensee's production and exploitation plans and may exercise any contractual or statutory rights available under applicable Swedish law.

Nothing in this Agreement limits any mandatory right available to the Artist under applicable copyright law in relation to the non-exploitation of exclusively licensed or assigned rights.

10.2 Material Breach

Either party may terminate this Agreement where the other party commits a material breach and fails to remedy that breach within 30 days after receiving written notice describing the breach.

Where appropriate, Byheart Design may suspend further delivery or authorized use while a serious breach is being addressed.

Serious breaches may include:

• material non-payment;
• unauthorized sublicensing;
• unauthorized redistribution of source files;
• commercial use outside the agreed license scope;
• unauthorized new production after expiration; or
• other serious infringement of Byheart Design's intellectual property rights.

10.3 Effect of Termination

Upon termination, the rights granted to the Licensee cease except for rights expressly stated to survive termination or required by applicable law.

Outstanding payment obligations, accrued royalties, royalty reporting obligations, confidentiality obligations, and intellectual property protections survive termination where applicable.

11. PRODUCTION RESPONSIBILITY & WARRANTIES

11.1 Production Responsibility

Byheart Design is responsible for delivering the Licensed Design in accordance with the agreed file specifications.

The Licensee is responsible for testing the Design and production files for suitability for its intended manufacturing process, materials, color systems, and end products before full-scale production.

Byheart Design does not guarantee exact color reproduction across different screens, printers, inks, fabrics, substrates, materials, or manufacturing processes.

The Licensee and its manufacturer are responsible for production testing, color proofing, and final manufacturing approval.

Nothing in this Section excludes Byheart Design's obligation to correct a material technical error in a delivered file where the file does not conform to the specifications expressly agreed upon in this Agreement.

11.2 Authority & Third-Party Claims

Byheart Design represents that, to the best of its knowledge, it has the authority to enter into this Agreement and grant the rights expressly stated herein.

The Licensee represents that it has the authority to enter into this Agreement and shall use the Licensed Design only within the agreed license scope.

The Licensee shall promptly notify Byheart Design if it becomes aware of a third-party claim relating to the Licensed Design.

12. GOVERNING LAW, ENTIRE AGREEMENT & SIGNATURES

12.1 Governing Law & Disputes

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

The parties shall first attempt in good faith to resolve any dispute arising from this Agreement through direct negotiation.

Any dispute that cannot be resolved through negotiation shall be subject to the competent courts of Sweden unless the parties expressly agree in writing to another dispute-resolution procedure.

12.2 Entire Agreement

This Agreement, together with the completed license details and any expressly incorporated written schedules or attachments, constitutes the Agreement between the parties concerning the Licensed Design.

Any amendment to the license scope, including Product Category, Approved Products, Territory, License Term, exclusivity, or permitted use, must be confirmed in writing by both parties.

A failure or delay by either party in exercising a contractual right does not automatically constitute a waiver of that right.

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue to apply to the extent permitted by law.

12.3 Electronic Acceptance

The parties agree that this Agreement may be accepted and executed electronically.

Electronic acceptance, electronic signatures, and written digital confirmation may be used to evidence agreement, subject to applicable law.

SIGNATURES

By signing below, the parties confirm that they have read, understood, and agree to the terms of this Design License Agreement, including the agreed license scope and fee.

LICENSEE

Company / Legal Name:

Authorized Representative:

Position / Title:

Signature:

Date of Signature:

LICENSOR

Byheart Design Sweden
Artist & Surface Pattern Designer: Batoul Yazdanian

Signature:

Date of Signature:

.......................................................................................

STANDARD LICENSING FEE GUIDE

The following rates are indicative standard starting rates and do not replace the Final Agreed License Fee stated in Section 5.1.

The final fee depends on the agreed scope, including Product Category, Approved Products, Territory, License Term, exclusivity, anticipated production/distribution volume, and additional technical or Design requirements.

Additional Scope – Indicative Starting Rates

Where the requested scope is substantially broader than the standard scope, Byheart Design may provide an individual quotation instead of applying the additional rates above.

All rates are exclusive of VAT unless expressly stated otherwise.

LICENSE REQUEST ACKNOWLEDGMENT

For requests submitted through the Byheart Design website

☐ I confirm that I am submitting this license request on behalf of a business or professional organization.

☐ I have read and accept the Byheart Design Licensing Terms.

☐ I understand that submitting this request does not itself grant any license or right to use, reproduce, manufacture, distribute, or sell products incorporating the Design.

☐ I understand that the License becomes effective only after the final license scope and fee have been confirmed by Byheart Design, accepted by both parties, and the required initial payment has been received.

Submitting a license request does not reserve the Design or create exclusivity unless this is subsequently confirmed in writing by Byheart Design.