"Shutter Zoo", "we", "us", "our", etc means Shutter Zoo Pty Ltd ACN 140 325 882.
"The website", "website", "site", "the site", etc, means the website made available by us at http://shutterzoo.com.au
"You", "your", "user", etc means any person who visits or otherwise engages with the Shutter Zoo website or any service provided by Shutter Zoo.
"Content", "user-contributed content", etc means data that you upload to the Shutter Zoo website or otherwise submit to Shutter Zoo and may include but is not limited to digital images, photographs, text, messages, comments, audio data and video data.
"Business day" means any day which in Sydney, New South Wales, Australia, is not a Saturday, is not a Sunday, is not a bank holiday and is not a public holiday.
Shutter Zoo provides the website primarily for the purposes of facilitating photo sharing and discussion amongst its users, and facilitating the purchase by users of products derived from user-contributed content. This service includes, but is not limited to providing online hosting and publication of content, facilitating public and private discussion and other interactions between users and facilitating the ordering, purchase of and payment for print-based and other products.
Users may subscribe to membership accounts with the Shutter Zoo website. There are 3 kinds of membership account termed "free" ("free account"), "supporter" ("supporter account") and "professional" ("professional account"). Membership fees may apply to some accounts. You require legal control over a valid email address in order to subscribe to a membership account and you will be required to provide this email address during membership account subscription.
Member accounts may be requested by completing the form at http://shutterzoo.com.au/register
Supporter accounts are not yet active. When supporter accounts become available these terms will be updated.
Professional accounts are currently available by invitation only. You may request a professional account by contacting us. When professional accounts become generally available these terms will be updated.
When subscribing to a membership account you may be required to submit personal information in order for us to provide our service to you. Your privacy is important to us and we will clearly state which information will be kept private and which information may be disclosed (for example, through your membership profile page).
You acknowledge that a relationship between an email address that you supply and control (which may include personally identifable information, such as your name) and the Shutter Zoo website may be inferred by visitors to the site and consent to this relationship being made public.
When you subscribe to a membership account you will choose a password by which you may authenticate yourself with the Shutter Zoo website. This password is stored by Shutter Zoo in encrypted format and cannot be retrieved by Shutter Zoo. In the event you forget your password, your identity may be authenticated by demonstrating you have control over the email address you used in order to subscribe to your account. It is your responsibility to, and you warrant that you will, keep your membership account password, and your email account credentials confidential.
To use the Shutter Zoo website you must be at least 18 years of age and legally able to enter into a legally binding contract under applicable laws. By using the Shutter Zoo website you are entering into a binding legal agreement with Shutter Zoo on the terms set out in this document. Your usage of the website indicates your acceptance of this agreement. You do not need a membership account to use the website.
By accepting this agreement you expressly agree to the terms of the Agency Agreement in Appendix A, which will apply from the date on which you subscribe to a membership account.
Shutter Zoo reserves the right to vary these terms without notice to you. The current terms of service are published at http://www.shutterzoo.com.au/terms .
"Shutter Zoo" is a registered trademark. Proprietary software operates the Shutter Zoo website; you may not copy, reverse-engineer or modify it.
Other than for the purposes of, and subject to the conditions prescribed under, the Australian Copyright Act 1968 (Cth) and similar legislation that applies in your location, and except as expressly authorized by this agreement, you may not in any form or by any means use, adapt, reproduce, store, distribute, print, display, perform, publish or create derivative works from any part of this website; or commercialize any information, products or services obtained from any part of this website without our written permission.
You retain any copyright that you own in any content you contribute to Shutter Zoo or the website.
You grant Shutter Zoo a non-exclusive, royalty-free licence to use, archive, reproduce, modify and publish any content that you contribute to the website.
Shutter Zoo may offer for sale physical products (for example prints or books) that utilise your content in their creation (for example, that have your image imprinted upon them). Shutter Zoo may charge users to purchase these products without remuneration to you except where remuneration has been agreed through the specific terms of a professional account and as described in Appendix A of this agreement.
You permit Shutter Zoo to sublicence your content (for example, to manufacture products) to third parties.
Such licences and sublicences shall persist so long as the content you have contributed remains publiches on the Shutter Zoo website and for a commercially reasonable period following your removal of content from the website (for example, to allow us to complete fulfilment of orders in progress).
You are able to remove your user-contributed content from the website by signing in to the website and deleting content. When this occurs your content will be removed from the website but retained by Shutter Zoo for a commercially reasonable period of time (for example, to allow us to complete fulfilment of orders in progress).
On closure of your account (by you or by Shutter Zoo) your content will be removed from the website within 30 days and retained and archived by Shutter Zoo for a period of time that is reasonable for accounting purposes (and this may be several years) or as required by law.
You may terminate this agreement with Shutter Zoo by closing your membership account (if any) and ceasing to use the website. Shutter Zoo may, with or without notice to you, and at its discretion, terminate your access to all or part of the site without the need to provide reasons.
You should consider all content you submit as being public. Although the Shutter Zoo website offers some protective measures to allow you to restrict the users which may access your content, you acknowledge these measures may potentially be circumvented. (If your content must not be seen by the public, then do not submit it to the website or Shutter Zoo).
We will never sell or disclose your personally identifiable membership subscription information or contact information to third parties except in accordance with this agreement.
When you upload or otherwise submit content to the website or Shutter Zoo, you warrant that
Shutter Zoo does not warrant that it will screen content submitted to it or the website but it reserves the right to do so.
You grant Shutter Zoo the right to select, edit, condense, determine the duration of, change the nominated location of, withdraw or refuse your content in its sole discretion without providing reason or notice to you.
From time to time content may be submitted by users which is in breach of these terms. The submission of inappropriate or illegal content may be reported to police.
Please help us to address breaches of these terms by reporting breaches of these terms to us.
Users may purchase products through the website using a valid credit card. The price you pay is fixed at the time of ordering the product or products. You may not cancel or withdraw an order once it has been submitted. It is your responsibility to ensure that the delivery address for each order is correct. Shutter Zoo takes no responsibility for any failure of delivery resulting from errors in the delivery address supplied by you.
Shutter Zoo does not warrant, endorse, make representations about or recommend any content offered or provided by any user.
Despite reasonable precautions, products may be listed at incorrect prices or with incorrect information or be unavailable. This may due to an error, oversight or circumstance beyond the reasonable control of Shutter Zoo. We reserve the right to cancel an order in that event.
We may also cancel an order if we believe it is being made in breach of these terms, or if we believe fulfilling the order would result in a breach of these terms, or in contravention of the rights of any person or law.
We may cancel orders even after the credit card used to pay for an order has been charged and reserve the right to cancel orders up until the time of delivery. If a cancellation occurs for an order after you have been charged for that order, we will refund the amount in question.
Goods are delivered by postal or courier service at our discretion. You will pay for the cost of delivery at the time of ordering and at the price indicated by us at the time of ordering. We may also charge a handling fee which may vary between orders depending on the product(s) and quantities ordered.
If a product is delivered to you in damaged condition, we will issue a replacement of the product. Please contact us within 14 days of receipt of the damaged goods with information about the nature of the damage and if we are satisfied the product was damaged prior to delivery we will arrange for a new product to be sent to you at our cost.
As the content used during product manufacture is submitted by website users, you should verify the quality of the content you intend to use when purchasing products. Our commitment to replacing damaged goods applies to physical products and not to the quality or nature of the content used in creating said products.
Notwithstanding our cancellation of orders (described above), our refunds policy is available at http://www.shutterzoo.com.au/refunds.
You warrant to Shutter Zoo that you will not use the site or service for any purpose (including the publication of content) that is unlawful or prohibited by these terms.
It is your responsibility to remove or disable your content from the website.
You must not manipulate, or interfere with, any other user's content on the site.
Any communications or notices Shutter Zoo sends you in relation to your transactions or use of the website are not intended to endorse or guarantee your transactions. Shutter Zoo does not endorse or approve any information provided to you by other users of the website and it is your responsibility to exercise caution and practise safe trading when transacting on the website. You may receive service-related emails from us and such messages will not include a functional unsubscribe facility.
Users subscribed to a membership account may elect to receive newsletter and commercial emails from Shutter Zoo. You may revoke this election (unsubscribe) at any time by sending an email to Shutter Zoo from the subscribed email address which has only the word "unsubscribe" in its subject line. When we receive an instruction from you to unsubscribe you from newsletter and commercial emails we will endeavour to remove your email address from the mailing list within 2 business days. If, more than 2 business days after unsubscribing, you continue to receive newsletter and commercial emails from us, please contact us using our contact form (available at http://www.shutterzoo.com.au/contact) so that we can verify the subscribed email address with you and assist you in unsubscribing your email address.
Shutter Zoo is not liable to you for any loss or damage incurred by you arising out of your use of the website or its services, whether direct, consequential, special, indirect or other loss or damage. Shutter Zoo's liability to you is limited to the re-supply of the service to you or to the cost of this re-supply at its option.
The terms that apply to Shutter Zoo's supply of the website are those that are set out in this document, including policies referenced by this document, and those implied by consumer protection laws to the supply of this service that are unable to be excluded. No other terms apply.
Shutter Zoo accepts its liability to you for breach of contract or negligence under the principles applied by the courts, but:
You release Shutter Zoo and its officers from all claims, demands, damages, costs, penalties and liabilities whatsoever arising out of or in connection with a dispute between you and any other user of the Shutter Zoo site.
You are liable to Shutter Zoo for breach of contract or negligence under the principles applied by the courts. However, you are not liable to Shutter Zoo for any loss to the extent that it is caused by Shutter Zoo (for example through our negligence or breach of contract).
Shutter Zoo provides the website and its services 'as is' and without any express or implied warranties. Shutter Zoo makes no warranty about the accuracy or completeness of the content on the site or any third-party site linked from the site. Users should satisfy themselves through their own enquiries as to the condition or suitability of any item or service offered. Shutter Zoo excludes all liability to users for loss arising from content posted on the site. All warranties of any kind are excluded to the extent permitted by law. Due to factors outside its control, Shutter Zoo does not guarantee uninterrupted, error-free or secure access to the webite.
We take all reasonable care in publishing user-contributed content. However, user-contributed content is provided 'as is' and we do not warrant or represent that it is complete, current or free from errors or omissions. We accept content in good faith on the basis of warranties provided by each user. We do not warrant or represent that user-contributed content on the site will be suitable for any particular purpose, or that any user has any particular qualifications or is legally entitled to carry on a particular business. You must investigate for yourself the suitability, quality and condition of any user-contributed content published on the site. It is your responsibility to verify any user-contributed content on the site, or provided to you by other users of the site, before relying on it.
You agree to indemnify Shutter Zoo and its officers, employees and agents, against all claims, demands, damages, costs, penalties and liabilities related to:
We reserves the right to terminate the service, in full, or in part, at any time, or suspend the service, in full, or in part, at any time for any length of time.
We do not warrant that users' content will be protected against loss, or misuse or alteration by third parties. We also do not warrant that uploaded content will be available on our website. If we elect in our sole discretion to make available content on our website, we do not warrant that it will be available within a certain time frame.
This agreement, the Shutter Zoo website and its services are governed by the laws of New South Wales (Australia).
No portion of these terms attempts to or purports to exclude liability arising under statute if, and to the extent, such liability cannot be lawfully excluded.
By posting any content to the site you appoint Shutter Zoo as your non-exclusive agent to market and sell your content, obtain orders from customers for the purchase of products and to manufacture and deliver a physical product once an order has been made through the website and we accept the appointment on the terms set out in this document.
You also agree that we are free to act in any capacity for any other person or entity in order to market and sell content, obtain orders from customers for the purchase of products and to manufacture and deliver a physical product in relation to such other person's or entity's content.
Shutter Zoo will specify in its sole discretion, which products may be made available for purchase from time to time. All users permitted to order products may choose any product made available by us. It is your responsibility to ensure the quality of your content is adequate to produce any of the available products and it is the purchaser's responsibility to satisfy themselves that your content is of suitable quality for use in manufacture of the product they wish to purchase.
The retail price charged to customers who purchase products in relation to your content may be set by you within predefined limits if you have a professional membership account, or by Shutter Zoo otherwise, or by Shutter Zoo if you have a professional membership account but have not or do not set a price.
Where the retail price is set by you, Shutter Zoo will require you set a minimum price per product. Our minimum retail price is chosen to ensure that you receive a positive margin for any sale of a given product.
In all cases the retail price charged to a customer includes GST.
Shutter Zoo will charge the purchasing customer a (GST inclusive) postage and handling fee and you (as seller) a (GST inclusive) service fee which is a percentage of the purchase transaction total and a (GST inclusive) base rate which is product-dependent.
You may change the retail price charged to customers so long as it remains above the minimum set by us. Increasing the retail price for a given product will increase the service fee charged by Shutter Zoo to you and will increase the margin you receive for each sale of the product.
We may change the base price, service fee and/or shipping and handling fee at any time without specific notice to you and this will affect your margin. The retail price on an individual purchase will not change once a customer has submitted the order for that purchase.
You agree that we make no representation that we will be able to procure any order for products in relation to your content at the retail price or at all, nor that you will obtain any benefit by making the appointment and entering into this agreement.
Where a product is sold in relation to your content and at the time of the sale you held a current, valid subscription for a professional membership account with the website, we will notify you by sending an email to the email address you used to subscribe to your membership. We reserve the right to delay sending of such an email by no more than 31 days and to aggregate information from multiple purchases into a single email.
You grant us the right to publicise the number of products purchased and/or the rate of purchases made in relation to your content. This may be done using specific measures (for example "2 prints sold") or generic measures (for example "popular seller").
Where, at the time of a sale you do not hold a current, valid subscription for a professional membership account with the website, you waive any and all rights in relation to receiving any payment or remuneration for that sale from us, the paying customer or any other person or entity.
Where, at the time of a sale you do hold a current, valid subscription for a professional membership account with the website, you will be entitled to receive a payment in accordance with the terms set out in the remainder of this clause "Payment terms".
In all cases you authorise us to collect, hold and distribute the retail price and postage and handling fee ("sale proceeds") from customers on the terms set out in this agreement.
Where you are entitled to a payment as described in these terms, you authorise us to deduct the service fee, base price and postage and handling fee from the sale proceeds before distributing your margin, and tax where relevant, to you. Before the 10th day of each calendar month we will mail a cheque to you for the sum total of your monetary entitlements from all product orders paid for in relation to your content in the previous calendar month.
If your monetary entitlement is less than 100 Australian Dollars (hereafter "AUD$"), we reserve the right to roll your entitlement amount over to the following month and continue to roll it over until your entitlement is at least AUD$100. Despite this you may request payment of your full entitlement at any time by sending us an email from the email address you used to subscribe to your professional membership account and this will incur an AUD$5 administration fee. We will pay such requests by mailing a cheque to you within 7 days of receiving your request.
We will not be liable for any loss suffered by you if you provide us with incorrect information in relation to paying you by cheqeue. It is your responsibility to ensure that we have current details of your postal address and bank account. If we are unable to pay you because you have given us incorrect details or your details change and you do not notify us of the relevant new details, then we will hold your entitlement for up to 12 months from the first attempted payment date. If you have not notified us of your correct details within that time then you authorise us take ownership of and entitlement to your monetary entitlement.
Each party is responsible for and will account for any taxes imposed by governments or governing authorities, and related accounting or audit requirements arising out of, as a result of, incidental to, or in connection with obligations under this agreement.
If you have an Australian Business Number (ABN) you may submit your ABN to the website where requested. If you do not have an ABN, or if you elect not to submit your ABN to the website, you will not be entitled to subscribe to a professional membership with the website and you will not be entitled to any monetary remuneration in relation to sales of products in relation to your content.
You will indicate to us on the website whether you are registered for Goods and Services Tax (GST). The retail amount charged to buyers of products, including postage and handling fee, is always GST inclusive. If you require GST be added to your margin, then the GST which we have collected from the paying customer in relation to your margin will be included in your monetary entitlement. If you do not require GST be added to your margin, then the GST which we have collected from the paying customer in relation to your margin will be withheld by us from your monetary entitlement. All GST payment and reporting responsibilities by you to the ATO are entirely your responsibility.
You hereby indemnify and will keep Shutter Zoo indemnified from and against all claims, debts, accounts, expenses, costs, liens, actions and proceedings of any nature whatsoever, whether known or unknown by any person, arising from, incidental to, or by virtue of, the appointment, or any breach or non performance of your obligations under this Agency Agreement or arising out of your wilful act, neglect or default in the performance of such obligations.
This "Indemnity" clause will survive the termination of this Agency Agreement.
In no case will Shutter Zoo be liable for any consequential loss or damage suffered by you arising from the appointment from this Agency Agreement. To the extent permitted by law, all warranties and conditions implied by law are hereby expressly excluded.
You can give notice of termination of this Agency Agreement by closing your account in the method described in these terms of service.
We may give notice of termination of this Agency Agreement to you in writing at any time.
After notice of termination in either manner just described, you authorize us to complete any transactions in progress relating to products in relation to your content, which we will do on the terms of this Agency Agreement. Termination of this Agency Agreement will take effect once these transactions have been completed or once these transactions have been cancelled by us, at our discretion.
Upon termination of this Agency Agreement by either party, Shutter Zoo will pay you your accrued monetary entitlement (if any), less an AUD$5 administration fee.