Momento Shop Seller Terms and Conditions
1.1 This website (with its affiliated websites, the "Site") is owned and operated by Momento Pro Pty Ltd ABN 52107433965(with our licensees and assigns "Momento™", "we," "us" and "our").
1.2 You can use Momento’s ‘Momento Shop’ service to make your photo books and other material created by or on your behalf using our services (together “Products”) available for sale to invited groups or to the public at large (depending on your election when setting up your sale options), subject to the following terms and conditions.
1.3 By making any Product available in Momento Shop via the Site, you expressly accept and agree to be bound by these terms and conditions, the Momento Software Licence Agreement and the Momento Website User Terms and Conditions (collectively the "Terms") for that and all subsequent Products that you upload to Momento Shop.
1.4 Your acceptance of the Terms creates a binding legal agreement between you and Momento.
1.5 Momento reserves the right to amend these terms and conditions from time to time. Such amendments will be effective immediately on posting of the modified terms and conditions on the Site. You should therefore carefully read through these terms and conditions on each occasion that you access and use the Site and the Shop Services.
1.6 IF YOU DO NOT WISH TO BE BOUND BY THE TERMS, YOU MAY NOT ACCESS OR USE THE SITE AND THE SHOP SERVICES AND SHOULD IMMEDIATELY CEASE ACCESS TO THE SITE.
2. Rights to deal with Products
2.1 By uploading a Product, you appoint Momento as a non-exclusive distributor and re-seller of that Product, in any territory. You also grant Momento a non-exclusive licence of copyright in each Product, to deal with that Product and all or part of its constituent intellectual property, for the purpose of advertising the Product and our services and making the Product available for sale and communication to purchasers via the Site (“Customers”) and otherwise as necessary to fulfil purchase orders for Products. Such authority and licence shall remain in force for each Product until you elect to make the Product unavailable, using the procedure provided via the Site.
2.2 Once you make an election to make a Product unavailable, our authority and licence under these terms and conditions continues only so long as may required to fulfil any Customer order outstanding at the time of your election or otherwise as permitted under law. Momento will have no liability or obligation to you if (as a matter of internet data caching or archiving, for example) references to Products may still appear in internet search results as being associated with or available from the Site, even after such Products have become unavailable.
2.3 Subject only to the grant of such authority and licence, you keep all your right, title and interest in Products, though ownership of physical copies of Products (but not copyright such a Products) passes to Customers on the later of payment or dispatch of their order.
2.4 Momento can make any Product unavailable, or decline to fulfil any order, at Momento’s discretion. The organisation of the Site’s interface and content, and the order or priority in which any products including your Products, are printed, advertised or displayed is at Momento’s discretion. Momento make no promise or representation that any Products will be displayed or sold, or that the Site will be in continuous operation or error free.
3.1 Momento will be entitled to charge you a production and fulfilment fee per Product sold, calculated according to our product manufacturing and order fulfilment price list from time to time, available at http://www.momento.com.au/pages/prices. Because Momento’s display, communication and sale of Products involves a licence of your copyright and other intellectual property rights, you set the retail price of each Product to Customers, and thus your desired mark-up over Momento’s production and fulfilment fee, using the procedure provided via the Site. Momento will account to you according to the “Accounting” provision below. Momento shall set all the other terms of any sale or supply to any Customer, provided those terms and conditions are not inconsistent with the Terms.
3.2 All sales and accountings for sales income under these terms will be treated as taxable supplies attracting Australian GST. We may withhold any amount that is required to be withheld under Australian taxation law (such as withholding tax if you do not supply an ABN). You agree that we may issue recipient-created tax invoices with our accounting under these terms.
4.1 Momento will account to you within 30 days of the end of each calendar quarter, by posting a statement in your discrete “member’s” area of the Site. The statement will cover all Products sold during the relevant accounting period, and will show for each Product the numbers per-unit sold, sales income received, Momento’s fees and any other deductions or credits permitted under the Terms. If the statement shows a credit balance, that credit balance will be paid into the bank account you nominated upon uploading your first Product (but if the credit is less than $25, that sum will not be paid but carried forward to the next accounting period).
5. Your information
5.1 Without limiting anything in the Software Agreement and the Website User Terms and Conditions, you promise to keep details of your name, address and other contact details, ABN, bank account and credit card current and true, using the procedure provided via the Site.
5.2 We rely on such information in entering and performing the Terms, and we rely on all your warranties representations and undertakings under the Software Agreement and the Website User Terms and Conditions (for example, without limitation, your promises that you own or control the intellectual property in the Products).
6.1 This agreement is governed by the laws of New South Wales and the parties submit to the non-exclusive jurisdiction of any competent court within the State of New South Wales.
6.2 No waiver by either party of any term or condition of this agreement will, in any instance, constitute or be deemed to constitute a waiver of any such term or condition in the future or of any subsequent breach thereof.
6.3 Nothing in this agreement shall constitute a partnership or joint venture between you and Momento.
6.4 If any term or part of this agreement is declared to be unenforceable or void by a court of competent jurisdiction for any reason whatsoever, such provisions as are not found to be unenforceable or void will remain in effect.