About You – for Didactics

VooGlue Services Business Solutions Agreement

Congratulations and welcome to VooGlue’s Services Business Solutions Agreement!

We are thrilled that you have chosen to showcase your art and multimedia on our app and website. By granting us permission to publish your work, we can help promote your talents to a wider audience.

We understand that you want your buyers and future owners to be able to easily resell your art on VooGlue, which is already allowed under fair dealing laws. To ensure that you receive the proper royalties, we will automatically report all resales to the appropriate authorities.

Additionally, we believe that it’s important to keep a record of your artwork’s provenance to increase its value over time. As the artist or copyright owner, you will retain your copyright, and we confirm this.

Please note that we are not your agent, but rather a service provider. We charge a fee only for referring customers, and you promise not to hack or damage our platform.

Lastly, if you are representing artists, such as a gallery, you agree to these terms on their behalf.

We hope that this agreement makes sense and is easy to understand. If you have any questions, please feel free to reach out to us. Thank you for choosing VooGlue!

With kind regards,
The VooGlue Team

 

 

Introduction

Our Service

At VooGlue, we’re here to help artists and art lovers connect in new and exciting ways! Our platform offers a variety of tools and services to make buying, selling, and exhibiting art as easy and enjoyable as possible.

We’ve got an online marketplace where you can browse and purchase incredible works of art from all over the world, as well as tools to help you manage your art collection and keep track of your favorite pieces.

One of the things that makes us unique is our “gluing” feature, which digitally connects related content to each piece of art. This means you can learn more about the artist, the artwork, and its history with just a few clicks!

And for artists, we offer automatic art provenance and history data capture, as well as integrated art re-sale reporting, so you can rest easy knowing your work is being taken care of.

So whether you’re an artist or an art lover, we’re here to help you make meaningful connections and build your collection in a whole new way!

Copyright

Copyright protection of an artist’s original works of art is free and automatic. It protects from copying and certain other uses. Artwork added to VooGlue remains the copyright property of the artist or the copyright holder. For more information refer http://www.ipaustralia.gov.au/ip/copyright.shtml or the Copyright Act 1968.

Granting Of Licence

The Digital Assets are defined as all the digital content over which the artist retains copyright which may include but is not limited to images, videos, text, documents & websites.

The VooGlue Platform and VooGlue Website are each individually defined as all digital platforms operated by VooGlue including but not limited to the VooGlue website marketplace and the VooGlue mobile App and social media pages.

When an artwork is posted on the VooGlue website, you

1. undertake you have permission from the copyright holder to
   1. publish the Digital Assets on the VooGlue Platform and
   2. agree to the terms and conditions in this document;
2. grant VooGlue license to use the Digital Assets on the VooGlue Platform;
3. grant all future owners of the artwork & their nominated administrators license to publish or share, broadcast, on sell, but not to destroy, modify or alter, and to keep free from the derogatory treatment of the Digital Assets on the VooGlue Platform without any waiver of the artist’s moral rights, such as the moral right of attribution, the moral right against false attribution and moral rights of integrity;
4. indemnify VooGlue of all liability;
5. acknowledge that VooGlue will record future users’ actions (i.e. likes, purchases) and associate them with the artwork Digital Assets on the VooGlue Platform; and
6. recognise and agree that artwork resales executed on the VooGlue Platform by future owners will be reported to the relevant authority for resale royalties, to facilitate easy payment of future resale royalties back to the originating artists or their estate.

General Terms 

This VooGlue Services Business Solutions agreement contains the terms and conditions that govern your access to and use of the services and is an agreement between the VooGlue contracting party and you (if you are registering for or using the services as an individual) or the entity you are employed by or represent (if you are registering for or using as a business entity).

If you are entering into this Agreement for an entity, you represent to us that you have legal authority to bind that entity. As used in this Agreement, “we,” “us,“ and “VooGlue” means the applicable VooGlue Contracting Party and any of its Affiliates as the context requires, and “you” means the individual or business referenced above).

By registering for or using the services, you agree to be bound by the general terms and the service terms. you also agree to comply with the program policies which are incorporated by reference and apply to your use of the services. together the general terms, service terms and program policies are referred to as “This Agreement”.

Capitalised terms have the meanings given to them in this Agreement. To the extent there is a conflict between these General Terms, the Service Terms and Program Policies, the conflict will be resolved by giving precedence in the order specified in such documents, or if not specified, the following order: the General Terms, the Service Terms, and the Program Policies.

1. 1.    Registration.

To register for the Services you must create an account by completing the registration process for one or more of the Services. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable law. As part of the registration process, you must provide us with your (or your business’) legal name, address, phone number and email address as well as other information we may request. Any personal data you provide to us will be handled in accordance with VooGlue’s Privacy Notice. You will use only a name you are authorised to use in connection with a Service and will update all of the information you provide to us in connection with the Services as necessary to ensure that it remains accurate, complete, and valid at all times. You authorise us (and will provide us documentation evidencing your authorisation upon our request) to verify your information (including any updated information).

2. 2.     Service Fee Payments; Receipt of Sales Proceeds.

2.1 Fees and Expenses: Fee details are described in the applicable Service Terms and Program Policies. You are responsible for payment of all applicable fees as described in this Agreement and for your expenses in connection with this Agreement.

2.2 Payment Methods: To use a Service, you must provide us with valid credit card information from a credit card or credit cards accepted by VooGlue (“Your Credit Card“) as well as valid bank account information for a bank account or bank accounts accepted by VooGlue (“Your Bank Account“).

2.3 Authorisations: You authorise us to obtain credit reports about you from time to time, to obtain credit authorisations from the issuer of Your Credit Card, and to charge Your Credit Card or debit Your Bank Account for any amounts payable by you to us (in reimbursement or otherwise).

2.4 Payments: All payments to you will be remitted to Your Bank Account. For any amounts you owe to us under this Agreement (in reimbursement or otherwise) we may elect to: (a) withhold, deduct or offset the amount due from or against any payments we may make to you or amounts we may owe you; or (b) collect payment or reimbursement of the amount due by any other lawful means including by: (i) charging Your Credit Card; (ii) direct debiting Your Bank Account; (iii) reversing or recalling prior payments made to you; or (iv) sending a demand for payment to you, in which case you will be required to pay the amounts owing upon receipt.

2.5 Your Account: If we determine that your actions or performance (or that any of Your Products offered on the Site, or Your Transactions) may result in returns, chargebacks, claims, disputes, violations of Law or the Agreement, or other financial risks to VooGlue (including any potential liability of VooGlue to a third party), we may elect to: (a) establish a reserve on your Account (including by withholding amounts due to you or requiring payments from you) based on our assessment of risks to VooGlue or third parties, and modify the amount of the required reserve from time to time by notice to you; or (b) withhold, deduct or offset an amount from or against any payments or amounts we may make to you or owe to you. The relevant amount referenced in (b) above, will be determined by VooGlue based on our estimate of the risk, liability or obligation, and VooGlue may retain such amount for so long as we determine the relevant risk persists, or until any related liability or obligation is discharged, whichever is sooner.

2.6 Prohibited activities: If we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, or that we (or another entity necessary to effect a payment to you) will or are likely to breach a Law if we make a payment to you, then we may, without limiting any other rights we may have, in our sole discretion temporarily or permanently withhold any relevant payments to you.

2.7 Security measures: As a security measure, we may, but are not required to, impose transaction limits on some or all customers and sellers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. We will not be liable to you if we do not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason.

2.8 Currency: Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in Australian dollars, and all payments contemplated by this Agreement will be made in Australian dollars.

3. 3.     Term and Termination.

The term of this Agreement will start on the date you first complete registration for or use a Service, whichever occurs first, and will continue until terminated by us or you as provided in this Agreement (the “Term”). You may at any time terminate your use of any Service immediately on notice to us via Seller Central, email, the Contact Us Form, or similar means. We may terminate your use of any Services or terminate this Agreement for convenience with 30 days’ advance notice. We may suspend or terminate your use of any Services immediately if we determine that: (a) you have materially breached the Agreement and failed to cure within 7 days of a cure notice unless your breach exposes us to liability towards a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion; (b) your account has been, or our controls identify that it may be used for deceptive or fraudulent or illegal activity; or (c) your use of the Services has harmed or our controls identify that it might harm other sellers, customers, or VooGlue’s legitimate interest. We will promptly notify you of any such termination or suspension via email or similar means including Seller Central, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards. Termination or suspension of a Service may occur in connection with, or result in termination or suspension of other Services. Upon termination of this Agreement, all rights and obligations of the parties under this Agreement will terminate, except that (i) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before termination, and (ii) Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 14, 15, and 18 will survive termination. Any terms that expressly survive according to the applicable Service Terms will also survive termination.

4. 4.

By posting an artwork on the VooGlue website, the Artist gives VooGlue license to use the image of the artwork throughout the VooGlue website wherever VooGlue deems fit.

5. 5.

Each party represents and warrants that: (a) it is a business, it is duly organised, validly existing and in good standing under the laws of the jurisdiction where the business is registered; (b) it will hold and will maintain all applicable registrations and other authorisations needed to conduct its business and it is not under any restriction that prevents it conducting its business in the manner and for the purposes contemplated under this Agreement; (c) it has all requisite right, power, and authority to enter into this Agreement, perform its obligations, and grant the rights, licences, and authorisations in this Agreement; (d) any information provided or made available by one party to the other party or its affiliates is accurate and complete and it will promptly update such information as necessary to ensure it at all times remains accurate and complete; (e) it is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g. the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority; and (f) it will comply with all applicable Laws in its performance of its obligations and exercise of its rights under this Agreement.

6. 6.

6.1 General: You will defend, indemnify and hold harmless us, our Affiliates, and our and their respective officers, directors, employees, and agents (the “VooGlue Parties“) against any third party claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim“) arising from or related to: (a) your non-compliance with applicable laws, (b) Your Products including the offer, sale, fulfilment (except to the extent attributable to the FBA service), (c) Your Materials, or (d) Your conduct including your dealings with customers; (e) any actual or alleged infringement of any Intellectual Property Rights relating to Your Products, Materials or Transactions; (f) Your Personnel (including any act or omission of Your Personnel or any Claim brought or directed by Your Personnel); (g) any personal injury, death, or property damage related to the matters in (a) to (f) above (to the extent the injury, death or property damage is not caused by VooGlue); or (h) Your Taxes and duties or the collection, payment, or failure to pay Your Taxes or duties, or the failure to meet tax registration obligations and duties.

6.2 VooGlue’s indemnification obligations. VooGlue will defend, indemnify, and hold harmless you and your officers, directors, employees, and agents against any third-party Claim arising from or related to: (a) VooGlue’s non-compliance with applicable laws; or (b) allegations that the operation of a VooGlue store infringes or misappropriates that third party’s intellectual property rights.

6.3 Process: If any indemnified Claim might adversely affect us, we may, to the extent permitted by applicable law, voluntarily intervene in the proceedings at our expense. No party may consent to the entry of any judgment or enter into any settlement of an indemnified Claim without the prior written consent of the other party, which may not be unreasonably withheld; except that a party may settle any claim that is exclusively directed at and exclusively affects that party.

7. 7.     Disclaimer and Acknowledgement.

7.1 Disclaimer: To the maximum extent permitted by law you acknowledge and agree that: (1) the VooGlue site and the services, including all content, software, functions, materials, and information made available on or provided in connection with the services, are provided “as-is”; (2) your use of the VooGlue site and the services is at your own risk; (3) we and our affiliates do not make and disclaim: (I) any representations or warranties regarding this agreement, the services or the transactions contemplated by this agreement, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement; (II) implied warranties arising out of course of dealing, course of performance, or usage of trade; and (III) any liability, in tort, whether or not arising from our negligence; (4) we do not warrant that the functions contained in the VooGlue sites and the services will meet your requirements or be available, timely, secure, uninterrupted, error free, or defect free; and (5) we will not be liable for any service interruptions, including but not limited to system failures or other interruptions that may affect the receipt, processing, acceptance, completion, or settlement of any transactions.

7.2 Acknowledgement: Nothing in this agreement, is intended to exclude, restrict or modify any right or remedy you have in statute or otherwise to the extent that right to remedy cannot be excluded, restricted or modified under law. to the fullest extent permitted by law we limit our liability under any such non-excludable right or remedy to at our option: (I) resupply of the services; or (II) the cost of resupply of the services.

8. 8.     Limitation of Liability.

8.1 Exclusion: To the maximum extent permitted by law and subject to section 7.2, VooGlue will not be liable (including in contract, tort (negligence), or otherwise) to you or any other person for any of the following arising from or relating to this agreement or the services, even if a VooGlue party has been advised of the possibility of those costs or damages: (A) cost of cover, recovery, or recoupment of any investment made by you or your affiliates in connection with this agreement; (B) loss of profit, revenue, business, or data; or (C) punitive, consequential, special or indirect damages.

8.2 Limitation: To the maximum extent permitted by law and subject to section 7.2, our aggregate liability arising out of or in connection with this agreement or the services will not exceed for all claims in the aggregate the total fees during the prior six month period paid by you to VooGlue in connection with the particular service giving rise to the claim.

9. 9.

If the gross proceeds from Your Transactions exceed the applicable Insurance Threshold during each month over any period of three (3) consecutive months, or otherwise if requested by us, then within thirty (30) days thereafter, you will maintain at your expense throughout the remainder of the Term, commercial general, umbrella or excess liability insurance with the Insurance Limits per occurrence and in aggregate covering liabilities caused by or occurring in conjunction with the operation of your business, including products, products/completed operations, and bodily injury, with the policy(ies) naming the VooGlue Contracting Party and its assignees as additional insureds. At our request, you will provide to us certificates of insurance for the coverage to [email protected].

10. 10. Tax Matters.

You will comply with any applicable tax laws and fulfil all obligations to the tax authorities in a timely and complete manner.

As between the parties, you will be responsible for the collection, reporting, and payment of any and all of Your Taxes, except to the extent VooGlue expressly agrees to receive taxes or other transaction-based charges in connection with tax calculation services made available by VooGlue and used by you. You agree to and will comply with the Tax Policies. Unless otherwise stated, all fees payable by you to VooGlue under this Agreement or the applicable Service Terms are exclusive of any applicable taxes, and you will be responsible for paying VooGlue any of Your Taxes imposed on such fees. All payments made by you to VooGlue under this Agreement will be made free and clear of any deduction or withholding (including but not limited to cross-border withholding taxes), as may be required by law. If any such deduction or withholding is required on any payment, you will pay such additional amounts as are necessary so that the net amount received by VooGlue is equal to the amount then due and payable under this Agreement.

11. 11. Confidentiality and Personal Data.

During the course of your use of the Services, you may receive Confidential Information. You agree that for the term of the Agreement and 5 years after termination: (a) all Confidential Information will remain VooGlue’s exclusive property; (b) you and your Affiliates will use and disclose Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not, and will cause your Affiliates not to, directly or indirectly (including through a third party), otherwise use or disclose Confidential Information to any other Person except as required to comply with the Law; (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and (e) you will retain Confidential Information only for so long as its use is necessary for participation in the Services or to fulfil your statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfilment of statutory obligations. The foregoing sentence does not restrict your right to share Confidential Information with a governmental entity that has jurisdiction over you, provided that you limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity.  This section does not limit any other obligations you or your Affiliates may have in respect of VooGlue Confidential Information or customer personal data, including any obligations arising under or in relation to any applicable laws or under any other agreement between you or your Affiliates and VooGlue. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.

You may only use customer personal information as necessary to fulfil orders and may not use or disclose any such customer personal data (including contact information) for any purpose other than fulfilling orders or providing customer service in connection with a Service. Generally, you may not use such data in any way inconsistent with applicable Law. You must keep customer personal data confidential at all times (the above 5 years’ term limit does not apply to customer personal data).

12. 12. Force Majeure.

We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.

13. 13. Relationship of Parties.

13.1 General: Subject to the Payment Collection Service Terms, you and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. This Agreement will not create an exclusive relationship between you and us. Subject to Section 13.2, nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement (which may include VooGlue Affiliates) any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions in this Agreement are intended to be and are for the sole and exclusive benefit of VooGlue and you.

13.2 Affiliates: Without limiting any rights a VooGlue Affiliate may have (at Law or otherwise) under or in respect of this Agreement, the VooGlue Contracting Party may elect to enforce any rights, recover any remedies or bring any claims under or in respect of this Agreement, including as contemplated in Section 6, as if the relevant rights, and any Claims suffered or claimed, and any remedies sought by the VooGlue Affiliate, subsisted in or were suffered by the VooGlue Contracting Party.

13.3 Third Parties: As between you and us, you will be solely responsible for all obligations associated with the use of any third party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section.

14. 14.Suggestions and Other Information

If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to any VooGlue Site or Service (including any related Technology), you will in providing that material to us, to the extent necessary and authorized by law, irrevocably grant to us, a royalty-free and worldwide license on all right, title, and interest in and to the suggestions for the duration of protection of the underlying rights. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history, and posted content. From time to time we may make suggestions on using the Services. You are solely responsible for any actions you take based on our suggestions.

15. 15.

15.1 We will provide at least 15 days’ advance notice in accordance with Section 18.6 for changes to the Agreement.

15.2 However, we may change or modify this Agreement at any time with immediate effect: (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add new features to the Services (where this does not materially adversely affect your use of the Services); or (c) to restrict products or activities that we deem unsafe, inappropriate, or offensive. We will notify you about any change or modification in accordance with Section 18.6.

15.3 Your continued use of the Services after the effective date of any change to this Agreement in accordance with this Section 15 will constitute your acceptance of that change. If any change is unacceptable to you, you agree not to use the Services and to end the Agreement as described in Section 3.

16. Password Security.

Any password we provide to you may be used only during the Term to access Seller Central (or other tools we provide, as applicable) to use the Services, electronically accept Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorised by you to use your account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.

17. 17.Export

You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology to any country, individual, corporation, organisation, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organisation, or entity under sanctions or embargoes administered by the United Nations, US Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority. You understand that some of the software, technology or related information that You and your employees or contractors may have access to under or in connection with this Agreement may be subject to export control laws and regulations (the “Export Controlled Materials”). You will not, without prior written approval from VooGlue, allow any of your employees or contractors to have access to or use of any Export Controlled Materials if such access or use would require an export licence.

18. 18.

18.1 Governing Law and Jurisdiction: The laws of Western Australia govern this Agreement and any dispute of any sort that might arise between the parties. Any dispute relating in any way to this Agreement will only be adjudicated in the courts of Western Australia. Each party consents to exclusive jurisdiction and venue in these courts. Notwithstanding the foregoing, either party may seek injunctive relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of such party’s, its affiliates’ or any third party’s intellectual property or other proprietary rights. The United Nations Convention of Contracts for the International Sale of Goods, and any local laws implementing the Convention of Contracts for the International Sale of Goods, do not apply to this Agreement. To the extent permitted by law, you hereby waive any rights that you may have to bring disputes for resolution before any other court, tribunal or forum. You and we each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. We each waive any right to a jury trial.

18.2 Assignment: You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. Any attempt to assign or otherwise transfer in violation of this section is void provided, however, that upon notice to VooGlue, you may assign or transfer this Agreement, in whole or in part, to any of your Affiliates as long as you remain liable for your obligations that arose prior to the effective date of the assignment or transfer under this Agreement. You agree that we may assign or transfer our rights and obligations under this Agreement: (a) in connection with a merger, consolidation, acquisition or sale of all or substantially all of our assets or similar transaction; or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for VooGlue as the party to this Agreement.  Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates.

18.3 Waiver: Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently.

18.4 Agency: Because VooGlue is not your agent (except for the limited purpose set out in the Payment Collection Services Terms), or the customer’s agent for any purpose, without limiting our rights arising from or relating to any actual or potential negative customer experience or dispute, VooGlue will not act as your or a customer’s agent in connection with resolving any disputes related to or arising out of any of Your Transactions.

18.5 Other:  VooGlue retains the right to immediately halt any of Your Transactions, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by applicable Program Policies.

18.6 Notices: Except as otherwise provided in this Agreement, we will provide all notices and other communications regarding this Agreement to you by posting changes on Seller Central or on the applicable VooGlue Services site to which the changes relate (such as the Developer site accessible through your account), by sending you an email notification, or by similar means.  You may change your email address or nominate additional email addresses for notifications within Seller Central or by any other means then specified by VooGlue. You will ensure that all of your information is up to date and accurate at all times. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email. You must send all notices and other communications relating to VooGlue to our Merchant Services Team by using the Contact Us form available on Seller Central.

18.7 Entire Agreement: Any terms you include on the VooGlue Site, or that you otherwise suggest apply to Products offered by you on the Site or Your Transactions (including if applicable your privacy policy) (together “Your Terms”) must not be inconsistent with this Agreement including the Program Policies and, to the extent of any inconsistency, such terms will be invalid and this Agreement will prevail. VooGlue shall not be bound by Your Terms, except as expressly agreed in writing. Notwithstanding anything in Your Terms, you must comply with any VooGlue privacy policy or notice. This Agreement (including any Program Policies) represents the entire agreement between the parties with respect to the Services and related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings.

18.8 Severability: If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions.

18.9 Translations: We may make available translations to this Agreement and the applicable Service Terms and Program Policies, but the English version will control.

Definitions

As used in this Agreement, the following terms have the following meanings:

“Affiliate” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.

“VooGlue Associated Properties” means any website or other online point of presence, mobile application, service or feature, other than a VooGlue Site, through which any VooGlue Site, or products or services available on any of them, are syndicated, offered, merchandised, advertised, or described.

“VooGlue Contracting Party” means the party outlined below.

Service	VooGlue Contracting Party
Selling on VooGlue	Courses2Careers Pty Ltd ACN 065 809 421 T/A VooGlue
Payment Collection Service	Courses2Careers Pty Ltd ACN 065 809 421 T/A VooGlue
Other Services	As specified in the applicable Service Terms or Program Policies

“VooGlue Site” means, as applicable, the website the primary home page of which is identified by the URL https:// vooglue.com, and any successor or replacement of such website.

“Confidential Information” means information relating to us, to the Services or VooGlue customers that is not known to the general public including, but not limited to: (a) any information identifying or unique to specific customers; (b) reports, insights, and other information about the Services; (c) data derived from the Services except for data (other than customer personal information) arising from the sale of your products comprising of products sold, prices, sales, volumes and time of the transaction; and (d) technical or operational specifications relating to the Services.

“Content” means copyrightable works under applicable Law and content protected by database rights under applicable Law.

“Excluded Products” means the items described as such in Seller Central, in any other applicable Program Policies, or in any other information made available to you by VooGlue from time to time.

“Including” means including without limitation.

“Insurance Limits” means One Million Australian Dollars ($1,000,000).

“Insurance Threshold” means One Thousand Australian Dollars ($1,000).

“Intellectual Property Right” means any patent, copyright, Trademark, domain name, moral right, trade secret right, or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.

“Law” means any law, ordinance, rule, regulation, order, licence, permit, judgment, decision, or other requirement, now or in the future in effect, of any governmental authority (e.g., on a federal, state, territory or local government level, as applicable) of competent jurisdiction, and all references to applicable Laws include Australian Law.

“Order Information” means, with respect to any of Your Products ordered through a VooGlue Site, the order information and shipping information that we provide or make available to you.

“Person” means any individual, corporation, partnership, limited liability company, governmental authority, association, joint venture, division, or other cognizable entity, whether or not having distinct legal existence.

“Program Policies” means all policies and program terms provided on the Program Policies Page.

“Sales Proceeds” means the gross proceeds from any of Your Transactions, including all shipping and handling, gift wrap and other charges, and including taxes and customs duties to the extent specified in the applicable Tax Policies.

“Seller Central” means the online portal and tools made available by VooGlue to you, for your use in managing your orders, inventory, and presence on the VooGlue Site or any other online point of presence, currently located at https://vooglue.com, and includes any successor or replacement of website.

“Service” means each of the following services: Selling on VooGlue, the Selling Partner APIs, the Payment Collection Services and VooGlue Advertising, together in each case with any related services and materials we make available including any programs described in the Program Policies on the VooGlue Site.

“Service Terms” means the service terms applicable to each Service, which form part of this Agreement and apply to you from the date you elect to register for or use the applicable Service, and any subsequent modifications we make to those terms.

“Technology” means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles, and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology, or other functional item.

“Trademark” means any trademark, service mark, trade dress (including any proprietary “look and feel”), trade name, other proprietary logo or insignia, or any other source or business identifier, protected or protectable under any Laws.

“Your Materials” means all Technology, Your Trademarks, Content, Your Product information, data, materials, and other items or information provided or made available by you or your Affiliates to VooGlue or its Affiliates.

“Your Personnel” means any third party warranting, administering or otherwise involved in the offer, sale, performance, or fulfilment of Your Products, including any of your employees, representatives, agents, contractors, or subcontractors.

“Your Product” means any product or service that you  offer through the Selling on VooGlue Service.

“Your Sales Channels” means all sales channels and other means through which you or any of your Affiliates offers products or services, other than physical stores.

“Your Taxes” means any and all sales, goods and services, use, excise, premium, import, export, value added, consumption, and other taxes, regulatory fees, levies (specifically including environmental levies), or charges and duties assessed, incurred, or required to be collected or paid for any reason: (a) in connection with any advertisement, offer or sale of products or services by you on or through or in connection with the Services; (b) in connection with any products or services provided for which Your Products are, directly or indirectly, involved as a form of payment or exchange; or (c) otherwise in connection with any action, inaction, or omission of you or your Affiliates, or any Persons providing products or services, or your or their respective employees, agents, contractors, or representatives, for which Your Products are, directly or indirectly, involved as a form of payment or exchange. This term also includes any of the types of taxes, duties, levies, or fees mentioned above that are imposed on or collectible by VooGlue in relation to Your Products pursuant to the Service Terms.

“Your Trademarks” means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.

“Your Transaction” means any sale of Your Product(s) through the VooGlue Site.

Selling on VooGlue Service Terms

The Selling on VooGlue Service (“Selling on VooGlue”) is a Service that allows you to offer certain products and services directly on the VooGlue Site.

These Selling on VooGlue Service Terms are part of the Agreement, but, unless specifically provided otherwise, concern and apply only to your participation in Selling on VooGlue. By registering for or using the selling on VooGlue service, you (on behalf of yourself or the business you represent) agree to be bound by the agreement, including these selling on VooGlue service terms.

S-1 Your Product Listings and Orders.

S-1.1 Products and Product Information. You will provide accurate and complete Required Product Information for each Product that you offer through any VooGlue Site and promptly update that information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same on the VooGlue Site complies with all applicable Laws (including all minimum age, marking and labelling requirements) and do not contain any sexually explicit content (except to the extent expressly permitted under our applicable Program Policies), or any content which is, or which in our sole and reasonable discretion we consider, defamatory or obscene or in violation of any third party’s copyright, trademark, design, database or other rights or our Program Policies. You may not provide any information for, or otherwise seek to offer any Excluded Products on the VooGlue Site, or provide any URL Marks for use, or request that any URL Marks be used, on the VooGlue Site.

S-1.2 Product Listing; Merchandising; Order Processing. We will enable you to list Your Products on the VooGlue Site, and conduct merchandising and promote Your Products in accordance with the Agreement (including via the VooGlue Associated Properties or any other functions, features, advertising, or programs on or in connection with the VooGlue Site). We may use mechanisms that rate, or allow shoppers to rate, Your Products and your performance as a seller and VooGlue may make these ratings and feedback publicly available. We will provide Order Information to you for each order of Your Products through the VooGlue Site. We will also receive all Sales Proceeds on your behalf for each of these transactions and will have exclusive rights to do so, and will remit them to you in accordance with these Selling on VooGlue Service Terms.

S-1.3 Shipping and Handling Charges. For Your Products ordered by customers on or through a VooGlue Site  you will determine the shipping and handling charges subject to our Program Policies and standard functionality (including any category-based shipping and handling charges we specify in a Program Policy). When we determine the shipping and handling charges, you will accept them as payment in full for your shipping and handling.

S-1.4 Credit Card Fraud. We will bear the risk of credit card fraud (i.e., a fraudulent purchase arising from the theft and unauthorised use of a third party’s credit card information) occurring in connection with Your Transactions, except where the credit card fraud arises in connection with Your Products that are not fulfilled strictly in accordance with the Order Information and Shipment Information. You will bear all other risk of fraud or loss.

S-2 Sale and Fulfilment; Refunds and Returns.

S-2.1 Sale and Fulfilment. You will: (a) source, offer, sell and fulfil Your Products,  in accordance with the terms of the applicable Order Information, this Agreement, and all terms provided by you or us and displayed on the VooGlue Site at the time of the order and be solely responsible for and bear all risk for those activities; (b) package each of Your Products in a commercially reasonable manner complying with all applicable packaging and labelling requirements and ship each of Your Products on or before its Expected Ship Date; (c) retrieve Order Information at least once each business day; (d) only cancel Your Transactions as permitted pursuant to your terms and conditions appearing on the VooGlue Site at the time of the applicable order and as may be required under this Agreement; (e) fulfil Your Products throughout Australia (except to the extent prohibited by Law or this Agreement); (f) provide to VooGlue information regarding fulfilment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available; (g) comply with all Street Date instructions; (h) ensure that you are the seller of each of Your Products; (i) include an order-specific packing slip, and, if applicable, any tax invoices as required by Law, within each shipment of Your Products; (j) identify yourself as the seller of each of Your Products on all packing slips or other information included or provided in connection with Your Products; (k) include warranty documents with Your Products that comply this Agreement, and any applicable Laws; (l) identify yourself as a Person to which a customer may return the applicable product; and (m) except as expressly permitted by this Agreement, not send customers emails confirming orders or fulfilment of Your Products.

S-2.2 Cancellations, Returns, and Refunds. The VooGlue Refund Policies will apply to Your Products.  Without limiting your obligations, we may in our sole discretion accept, calculate, and process cancellations, returns, refunds, and adjustments for the benefit of customers. We will not be liable to you if we cancel, or permit a customer to withdraw from, a transaction, including because we are unable to complete a transaction because a VooGlue Site or Service is unavailable following the commencement of a transaction. You will route any payments to customers in connection with Your Transactions through VooGlue and will promptly provide refunds and adjustments that you are obligated to provide as required by Law or this Agreement. We will make any payments to customers relating to cancellations and returns in accordance with this Agreement and in the manner we determine, and you will reimburse us for all amounts we pay and any applicable Refund Administration Fee.

S-3 Problems with Your Products.

S-3.1 Delivery Errors and Nonconformities; Recalls. While you are responsible for any non-performance, non-delivery, misdelivery, theft, or other mistake or act in connection with the fulfilment of Your Products, you will reimburse us for any costs we may incur or refunds we may provide in connection with such delivery errors, except to the extent caused by: (a) credit card fraud for which we are responsible under Section S-1.4; or (b) our failure to make available to you Order Information as it was received by us or resulting from address verification. You are also responsible for any nonconformity or defect in, or any public or private recall of or safety alert for any of Your Products or other products provided in connection with Your Products, and will reimburse us for any costs we may incur or refunds we may provide in connection with any of Your Products that are nonconforming, defective, unsafe or recalled. You will notify us promptly as soon as you have knowledge of any public or private recalls of, or safety alerts for, Your Products or other products provided in connection with Your Products.

S-3.2 123 Guarantee and Chargebacks. If we inform you that we have received or initiated a claim under the “123 Guarantee” offered on the VooGlue Site or any other dispute relating to the offer, sale or fulfilment of Your Product(s) (other than a chargeback), concerning one of Your Transactions, you will have 30 days to appeal our decision of the claim. If we find that a claim, chargeback, or dispute is your responsibility, you (i) will not take recourse against the customer, and (ii) are responsible for reimbursing us for the amount paid by the customer (including taxes and shipping and handling charges, but excluding any Referral Fees that we retained as defined in Section S-5), and all other fees and expenses associated with the original transaction (such as credit card, bank, payment processing, re-presentment, or other fees) and any related chargebacks or refunds to the extent payable by us.

S-4 Compensation.

You will pay us: (a) the applicable Referral Fees; (b) any applicable Closing Fee; (c) the Selling on VooGlue Subscription Fee, (payable in advance each month); and (d) any other applicable fees and charges described in this Agreement (including any applicable Program Policies). “Selling on VooGlue Subscription Fee” means the fee specified as “Monthly Fee” or “Annual Fee” on the Selling on VooGlue Fee Schedule for the VooGlue Site at the time such fee is payable. With respect to each of Your Transactions: (i) “Sales Proceeds” has the meaning set out in this Agreement;  and (ii) “Referral Fee” means the applicable fee based on the Sales Proceeds from Your Transaction through the VooGlue Site specified on the Selling on VooGlue Fee Schedule for the VooGlue Site at the time of Your Transaction, based on the categorisation by VooGlue of the type of product that is the subject of Your Transaction.

S-5 Remittance of Sales Proceeds & Refunds.

Except as otherwise stated in this Agreement, we will remit to you an amount equal to your available balance on a biweekly (14 day) (or at our option, more frequent) basis. For each remittance, your available balance is equal to any Sales Proceeds received by us or our Affiliates in respect of Your Transactions but excluding any amounts previously remitted to you as of the applicable Remittance Calculation Date, less: (a) any applicable fees and charges described in this Agreement (including the Program Policies); and (b) any other amounts we are entitled to withhold, deduct, offset or claim in accordance with the Agreement or applicable Law. If your account is subject to a reserve or withholding requirement, the time period for remittance of sales proceed to you may be longer than 14 days. When you either initially provide or later change Your Bank Account information, the Remittance Calculation Date may be deferred by up to 14 days. If you refund money to a customer in connection with one of Your Transactions, and the refund is routed through us (or our Affiliate), on the next available Remittance Calculation Date we will refund to you the amount of the Referral Fee paid by you to us attributable to the amount of the customer refund (including refunded taxes and customs duties only to the extent specified in the applicable Tax Policies), less the applicable Refund Administration Fee for each of Your Products. We will remit any amounts to be refunded by us pursuant to this subsection from time to time together with the next remittance to be made by us to you. “Refund Administration Fee” means the applicable fee described on the Fee Schedule for the VooGlue Site.

S-6 VooGlue’s Websites and Services.

VooGlue has the right to determine, the design, content, functionality, availability and appropriateness of its websites, selection, and any product or listing in the VooGlue Stores, and all aspects of each Selling Service, including your use of the same. VooGlue may assign any of these rights or delegate any of its responsibilities.

Selling on VooGlue Definitions

“VooGlue Refund Policies” means the return and refund policies published on the VooGlue Site and applicable to products and services offered via that VooGlue Site.

“Expected Ship Date” means, with respect to any of Your Products, either: (a) the end of the shipping availability period (which begins as of the date on which the relevant order is placed by the customer), or the shipping availability date, as applicable, specified by you in the relevant inventory/product data feed for Your Product; or (b) if you do not specify shipping availability information in such inventory/product data feed or that Your Product is in a product category that VooGlue designates as requiring shipment within two (2) business days, two (2) business days after the date on which the relevant order is placed by the customer or as otherwise set out in our Program Policies.

“Purchase Price” means the total amount payable or paid for Your Product (including taxes and shipping and handling charges only to the extent specified in the applicable Tax Policies).

“Remittance Calculation Date” is the date that is two (2) business days prior to the date of remittance.

“Required Product Information” means, with respect to each of Your Products, the following (except to the extent expressly not required under the applicable Program Policies): (a) description, including as applicable, location-specific availability and options, scheduling guidelines and service cancellation policies; (b) SKU and UPC/EAN/JAN numbers, and other identifying information as VooGlue may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorisations prescribed by VooGlue from time to time); (d) categorisation within each VooGlue product category and browse structure as prescribed by VooGlue from time to time; (e) digitised image that accurately depicts only Your Product, complies with all VooGlue image guidelines, and does not include any additional logos, text or other markings; (f) Purchase Price; (g) shipping and handling charge (in accordance with our standard functionality); (h) any text, disclaimers, warnings, notices, labels, warranties, or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising, or sale of Your Product; (i) any vendor requirements, restocking fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product; (j) brand; (k) model; (l) product dimensions; (m) weight; (n) a delimited list of technical specifications; (o) SKU and UPC/EAN/JAN numbers (and other identifying information as we may reasonably request) for accessories related to Your Product that is available in our catalog; (p) the state or country Your Product ships from; and (q) any other information reasonably requested by us (e.g., the condition of used or refurbished products; and invoices and other documentation demonstrating the safety and authenticity of Your Products).

“Shipment Information” means, with respect to any of Your Products, the estimated or promised shipment and delivery date.

“Street Date” means the date(s), if any, specified by the manufacturer, distributor, and/or licensor of a product as the date before which specified information regarding such product (e.g., title of a book) should not be disclosed publicly, or such product should not be delivered or otherwise made available to customers.

“URL Marks” means any Trademark, or any other logo, name, phrase, identifier, or character string, that contains or incorporates any top level domain (e.g., .com, .edu, .ca, .fr, .jp) or any variation of a top level domain (e.g., dot com, dotcom, net, or com).

“Your Transaction” is defined in the General Terms of this Agreement; however, as used in these Selling on VooGlue Service Terms, it means any and all such transactions through Selling on VooGlue only.

“Seller Agreement” means the Selling on VooGlue Service Terms, and any successor to any of these agreements, or any other similar agreement (as determined by VooGlue) between you and us that permits you to offer products and services via the VooGlue Site.

Payment Collection Service Terms

By registering for or using any service, you (on behalf of yourself or the business you represent) agree to be bound by these payment collection service terms for that service.

P-1 Payment Collection Agency Appointment. 

You authorise VooGlue to: (a) act as your payments collection agent, in accordance with these terms, for the purpose of receiving and processing payments and refunds, making adjustments for Your Transactions, receiving and holding Sales Proceeds on your behalf and remitting Sales Proceeds to Your Bank Account, in connection with the sale of Your Products on the Site; and (b) charge your Credit Card, and pay VooGlue and its Affiliates amounts you owe in accordance with this Agreement or other agreements relating to the Site that you may have with VooGlue Affiliates. VooGlue provides the services described in these Payment Collection Service Terms and the related services described in Sections S-1.4, S-2.2, S-5, and F-8.3 of the Agreement (collectively, the “Payment Collection Services”).

You agree that buyers satisfy their obligations to you for Your Transactions when we receive the Sales Proceeds. In the event of non-payment to you by VooGlue, you agree that you will not have any recourse against buyers, you will not make or attempt any contact with buyers, and your only recourse in the event of non-payment is against VooGlue. We will remit funds to you in accordance with this Agreement.

P-2 Remittance.

Subject to Section 2 of the General Terms of this Agreement, VooGlue will remit funds to you in accordance with Section S-5 of this Agreement and these Payment Collection Service Terms. VooGlue’s obligation to remit funds collected by it on your behalf is limited to funds that have actually been received by VooGlue less amounts owed to VooGlue, and is subject to any withholding, deduction chargeback, reversal or claim made under or in relation to this Agreement. Without limiting VooGlue’s rights to collect any amounts you owe, VooGlue’s receipt of Sales Proceeds discharges your obligation to pay applicable fees and other amounts under this Agreement to the extent the Sales Proceeds equal or exceed the fees and other amounts you owe and the Sales Proceeds are applied to the payment of those fees and amounts.

P-3 Your Funds.

Your Sales Proceeds will be held in an account with VooGlue (a “Seller Account”) and will represent an unsecured claim against VooGlue (but subject to the terms of Section S-5 of this Agreement). Your Seller Account is not a deposit and is not insured as a deposit. Prior to disbursing funds to you, VooGlue may combine Sales Proceeds held with the funds of other users of the Services, invest them, or use them for other purposes permitted by applicable Laws. You will not receive interest or any other earnings on any Sale Proceeds. To the extent required by applicable Laws, VooGlue will not use any funds held on your behalf for its corporate purposes, will not voluntarily make such funds available to its creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit its creditors to attach such funds.

P-4 Verification.

We may at any time require you to provide any financial, business or personal information we request to verify your identity. We may obtain, and you authorise us to obtain and use from time to time credit reports about you. You agree to update all Seller Account information promptly upon any change.

P-5 Dormant Accounts.

Your right to your available balance in your Seller Account ends (notwithstanding that you may have active listings) if you do not have any transactions for 12 months or more. We will owe no further obligation to pay you all or any part of that available balance, on the date that is 12 months after the last transaction conducted on your Seller Account. During that 12 months period, we will make reasonable efforts to ensure payment to you of your available balance to you, subject to and such that the payment