Customer Account Terms

These Terms govern your access to and use of the Sport Shutter platform (Platform), which is accessible via the website at www.sportshutter.com (Website) and any associated mobile applications or interfaces through which the Services are made available.

Please read these Terms carefully before using the Platform. By accessing or using the Platform and Services available through the Platform, you agree to be bound by and comply with these Terms. If you do not agree to these Terms, you must not access or use the Platform or Services.

1. Definitions

In these Terms, the following definitions apply:

Business Day means a day that is not a Saturday, Sunday or public holiday in Australia.

Claim includes any demand, claim, action, dispute or proceeding made or brought by or against a person, however arising and whether present, unascertained, immediate, future or contingent.

Confidential Information means information that is by its nature confidential and:

is designated by a party as confidential;
a party knows or ought to know is confidential,

but does not include information that:

is or becomes generally available in the public domain, other than through any breach of confidence;
is rightfully received from a third party other than as a result of a breach of confidence; or
has been independently developed by a party without using any Confidential Information of the other.

Content License Agreement means the agreement between a Customer and a Photographer governing the Customer's use of a Photograph, as set out in clause 6.2.

Customer means a person who purchases a licence to use a Photograph through the Platform.

Customer Account means the account created by the Customer to browse, purchase and download Photographs through the Platform.

GST has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property Rights or IPRs means all intellectual property rights of whatever nature including all rights conferred under statute, common law or equity, including all copyrights, patent rights, trade mark rights (including any goodwill associated with those trade mark rights), design rights, moral rights and trade secrets together with any documentation relating to those rights.

Loss includes any damage, loss, cost, liability or expense of any kind and however arising (including as a result of any Claim) including penalties, fines and interest whether prospective or contingent and any amounts that for the time being are not ascertained or ascertainable.

Personal Information has the meaning given in the Privacy Act 1988 (Cth).

Personnel means employees, agents and contractors.

Photograph means any photograph, image or related materials uploaded to the Platform by a Photographer.

Platform means the online marketplace operated by Sport Shutter and accessible via the Website and any associated mobile applications or interfaces.

Platform Fee means the fee charged by Sport Shutter on each transaction, as displayed to you at the point of purchase.

Services means the services provided by Sport Shutter through the Platform that enable you to browse, purchase and download Photographs.

Sport Shutter means Sport Shutter Pty Ltd ACN 645 232 284.

Third Party Service means any third-party service, website, platform or application that may be integrated with or accessed through the Platform.

User Content means any content submitted by you through the Platform other than Photographs, including profile information, comments and communications.

Website means the website accessible at www.sportshutter.com.

You or your means the Customer accessing or using the Platform and Services under these Terms.

2. Acceptance And Variation of Terms

2.1. Acceptance

You agree to be bound by these Terms when you:

access or use the Platform in any manner;
create a Customer Account;
purchase any Photograph through the Platform; or
otherwise access or use the Services.

2.2. Capacity to Contract

You represent and warrant that:

you are at least 18 years of age and have the legal capacity to enter into binding contracts under applicable law;
all information you provide to us is true, accurate, current and complete; and
if you are acting on behalf of a company or other entity, you have the authority to bind that entity to these Terms.

2.3. Minors

If you are under 18 years of age, you may only access or use the Platform and Services with the prior approval of a parent or legal guardian who is at least 18 years of age.
By permitting a minor to access or use the Platform and Services, a parent or legal guardian agrees to:
1. be bound by these Terms on behalf of the minor;
2. be responsible for all use of the Platform and Services by the minor; and
3. be liable for any purchases made by the minor through the Platform.
Sport Shutter is not responsible for any unauthorised use of the Platform by a minor where a parent or legal guardian has failed to provide adequate supervision.

2.4. Variation of Terms

We reserve the right to modify these Terms at any time at our sole discretion. We will use reasonable efforts to notify you of material changes via email, prominent notice on the Platform, or notification within your Customer Account dashboard.
If you do not agree with any material modification, you may terminate your Customer Account without penalty by notifying us within 30 days of receiving notification of the change.
If you do not terminate your Customer Account within that period, your continued use of the Platform or Services will constitute your acceptance of the modified Terms.

3. Description of Services

3.1. Platform Overview

Sport Shutter operates an online marketplace platform that enables Customers to browse, search for and purchase licences to use Photographs uploaded by Photographers. Sport Shutter uses third-party payment processors to facilitate payment collection and to distribute proceeds to Photographers after deducting the Platform Fee. Sport Shutter is not itself a payment service provider.

3.2. Nature of Relationship

Sport Shutter acts solely as a platform provider and intermediary. Photographers are the sellers and suppliers of Photographs to Customers. In providing the Services, Sport Shutter:

does not acquire ownership of or any Intellectual Property Rights in Photographs;
is not a party to any Content License Agreement between a Photographer and a Customer;
does not guarantee the quality, accuracy, legality or availability of any Photograph; and
is not responsible for disputes between Photographers and Customers in connection with Photographs or their use.

4. Customer Account Registration

4.1. Account Creation

To browse and purchase Photographs through the Platform, you must create a Customer Account. When creating a Customer Account, you must:

select an available username and password;
provide accurate billing and contact information; and
agree to and comply with these Terms.

4.2. Account Security

You acknowledge and agree that:

you are responsible for maintaining the confidentiality of your username and password;
you are solely responsible for all activities that occur under your Customer Account, including all purchases made through it;
your Customer Account is personal to you and may not be shared with, transferred to, or used by any other person or entity without Sport Shutter's prior written consent;
you will immediately notify Sport Shutter of any unauthorised use of your Customer Account or any other breach of security;
Sport Shutter may rely on the use of your username and password as conclusive evidence that you have authorised such use; and
you may be liable for losses incurred by Sport Shutter or others due to unauthorised use of your Customer Account.

4.3. Account Information

You must:

provide accurate, current and complete information when creating your Customer Account;
promptly update your account information to maintain its accuracy; and
not use false or misleading information or impersonate any other person or entity.

4.4. One Account Per Customer

You may maintain only one active Customer Account. You must not create multiple Customer Accounts to circumvent any restriction or suspension imposed by Sport Shutter.

4.5. Multiple Account Types

If you also wish to upload and sell Photographs as a Photographer, you must create a separate Photographer Account and agree to Sport Shutter's Photographer Account Terms.
Your Customer Account and any Photographer Account are governed by separate terms and your agreement to these Terms does not constitute agreement to the Photographer Account Terms.

5. Customer Obligations

5.1. Purchasing

When purchasing a Photograph, you agree to:

pay the price set by the Photographer plus the applicable Platform Fee and any applicable taxes;
provide accurate and complete payment information;
only purchase Photographs for purposes permitted under the Content License Agreement; and
comply with all applicable laws in connection with your purchase and use of Photographs.

5.2. Payment Authorisation

By providing credit card or other payment information, you represent and warrant that:

you are authorised to use the payment method provided;
the billing information you have provided is accurate and current; and
you authorise Sport Shutter to charge the total purchase amount to your payment method.

5.3. Failed Payments

If your payment fails or is declined, Sport Shutter may:

suspend or restrict your access to any Photographs associated with the failed payment;
cancel the transaction;
pursue collection of any outstanding amounts; and
charge reasonable fees associated with failed payment processing.

5.4. Licence Compliance

You must use purchased Photographs only in accordance with the Content License Agreement set out in clause 6.4.
Any use of a Photograph outside the scope of the licence granted under the Content License Agreement may constitute copyright infringement and will constitute a breach of these Terms.

5.5. Commercial Use

If you wish to use a Photograph for any commercial purpose, you must contact the relevant Photographer directly to negotiate a separate licence. Sport Shutter is not responsible for facilitating such negotiations but may provide the Photographer's contact information if requested by both parties.

5.6. Prohibited Conduct

You must not:

attempt to obtain Photographs without completing a valid purchase;
share, distribute or provide access to purchased Photographs to any third party in breach of the Content License Agreement;
use the Platform for any unlawful purpose or in breach of any applicable law or regulation;
attempt to circumvent any access controls, watermarks or digital rights management measures applied to Photographs;
use automated tools, bots or scraping technology to access or extract content from the Platform without Sport Shutter's prior written consent;
interfere with or disrupt the operation of the Platform or the servers or networks connected to it; or
attempt to gain unauthorised access to any part of the Platform or any other user's account.

6. Intellectual Property Rights

6.1. Photographer Ownership

As between you and Sport Shutter, all right, title and interest in and to Photographs, including all Intellectual Property Rights, vest in and remain the property of the relevant Photographer. Nothing in these Terms or the Content License Agreement transfers ownership of any Photograph to you.

6.2. Content License Agreement

When you purchase a Photograph, the following Content License Agreement automatically comes into effect between you and the relevant Photographer:

6.2.1. Grant of Licence

Subject to payment of the applicable fees, the Photographer grants you a non-exclusive, non-transferable, non-sublicensable, worldwide licence to use the Photograph solely for personal, non-commercial purposes.

6.2.2. Permitted Uses

You may:

display the Photograph in your personal residence;
share the Photograph on your personal social media accounts for non-commercial purposes;
print the Photograph for personal use; and
include the Photograph in personal projects such as scrapbooks, photo albums, or personal websites that are not used for commercial purposes.

6.2.3. Prohibited Uses

You must not:

use the Photograph for any commercial purpose, including advertising, marketing, promoting products or services, or generating revenue;
sell, licence, sublicence, rent, transfer or distribute the Photograph to any third party;
use the Photograph in any product offered for sale or distribution;
use the Photograph in any editorial context, including newspapers, magazines, blogs (other than personal blogs), or news broadcasts;
modify, alter, crop, or create derivative works from the Photograph, except for reasonable adjustments such as resizing, cropping for personal display, or minor colour corrections;
remove or obscure any copyright notices, watermarks, metadata or other identifying information;
use the Photograph in any manner that is defamatory, pornographic, obscene, illegal or immoral;
register or claim any Intellectual Property Rights in the Photograph;
use the Photograph in a manner that suggests you endorse, or that the Photographer endorses, any product, service, person or point of view; or
combine the Photograph with other content in a way that is misleading or deceptive.

6.2.4. Moral Rights

You acknowledge that Photographers retain moral rights in their Photographs under the Copyright Act 1968 (Cth), including the rights of attribution, integrity and against false attribution. You must not do anything that would infringe those moral rights unless you have obtained the express written consent of the relevant Photographer. Without limiting the foregoing, you must not:

use a Photograph in a manner that falsely attributes it to a person other than the Photographer;
subject a Photograph to derogatory treatment that would prejudice the Photographer's honour or reputation; or
use a Photograph in a context that materially misrepresents its original subject matter or intent.

6.2.5. Term of Licence

The Content License Agreement is perpetual unless terminated for breach. The Photographer may terminate the licence immediately upon written notice to you if you breach any terms of the Content License Agreement.

6.2.6. No Warranty

Photographs are made available to you on an "as is" basis. Neither SportShutter or the Photographer makes any representations to you regarding:
1. the fitness of the Photograph for any particular purpose; or
2. whether use of the Photograph will infringe any third-party rights.
You are responsible for determining whether a Photograph is suitable for your intended use and whether any additional rights, clearances or consents are required.

6.2.7. Enforcement

Sport Shutter may enforce the Content License Agreement on behalf of Photographers but has no obligation to do so. Photographers retain the right to enforce their rights directly against you.

6.3. Sport Shutter Platform IP

All Intellectual Property Rights in the Platform, Services, software, design, layout and Sport Shutter's trade marks and branding remain the sole property of Sport Shutter.
You are granted no rights to use Sport Shutter's Intellectual Property Rights except as expressly permitted in these Terms.

6.4. User Content

You retain ownership of any User Content you submit other than Photographs. By submitting User Content, you grant Sport Shutter a non-exclusive, worldwide, royalty-free, perpetual licence to use, display, reproduce and transmit such User Content as necessary to provide the Services.

6.5. Feedback

You assign to Sport Shutter any suggestions, ideas, enhancement requests, feedback or other information you provide relating to the Services or Sport Shutter's business. Sport Shutter may use such feedback for any purpose without obligation to you.

7. Payments and Fees

7.1. Purchase Price

When purchasing a Photograph, you agree to pay:
1. the price set by the Photographer for the relevant Photograph;
2. the applicable Platform Fee; and
3. any applicable taxes,
as displayed to you at the point of purchase.
All prices are displayed in Australian Dollars unless otherwise specified at the point of purchase. If you are purchasing from outside Australia, currency conversion rates and any associated fees are your responsibility.
Payment must be made using an approved payment method as specified on the Platform at the time of purchase.
By completing a purchase, you authorise Sport Shutter to charge the total purchase amount to your nominated payment method.

7.2. No Refunds

You acknowledge and agree that once you have made a purchase, all sales are final and you will not be entitled to any refund, except in circumstances where:

you are entitled by law, including under the Australian Consumer Law;
Sport Shutter, in its sole discretion, determines that a refund is appropriate, such as where a technical failure prevents you from downloading a purchased Photograph; or
where a Photograph is removed from the Platform due to an infringement claim before you have downloaded it.

7.3. Refund Process

Where a refund is determined to be payable to you arising from a technical failure of the Platform or Sport Shutter's own conduct, Sport Shutter will process the refund to your original payment method within a reasonable time.
Where a refund claim arises from the conduct of a Photographer or the nature of their Photographs, including where a Photograph is misdescribed, miscategorised, or subject to an infringement claim, your recourse is directly against the relevant Photographer. Sport Shutter has no obligation (unless required by law) to refund you in such circumstances.
Sport Shutter may, at its sole discretion, assist in facilitating communications between you and the relevant Photographer in connection with a refund claim but has no obligation to do so and accepts no liability for the outcome of such communications.

7.4. Chargebacks

If you initiate a chargeback or payment dispute with your payment provider:

Sport Shutter may suspend your access to the Platform and any purchased Photographs pending resolution of the dispute;
you must notify Sport Shutter before initiating any chargeback and allow Sport Shutter a reasonable opportunity to resolve the issue directly;
initiating a chargeback in bad faith or in circumstances where a refund has already been provided may result in suspension or termination of your Customer Account; and
you remain liable for any amounts determined to be validly owed to Sport Shutter following resolution of a chargeback dispute.

7.5. Tax

You are responsible for any taxes applicable to your purchases under applicable law. Sport Shutter will collect and remit taxes where required to do so by law.

7.6. Payment Processing

Payment processing services are provided by third-party payment processors. Sport Shutter is not responsible for:

failures, errors or delays in payment processing;
restrictions or holds imposed on transactions by payment processors;
security breaches at payment processors; or
fees charged by payment processors.

You agree to comply with the terms and conditions of any third-party payment processor used in connection with the Services.

7.7. Fee Changes

Sport Shutter reserves the right to modify the Platform Fee at any time with at least 30 days' written notice. Fee changes constitute a material modification for the purposes of clause 2.4, and you may terminate your Customer Account without penalty in accordance with that clause if you do not accept the change.

8. Content Moderation and Removal

You acknowledge that Sport Shutter has no obligation to review Photographs or User Content before they are uploaded to the Platform or made available for purchase.
Sport Shutter reserves the right, in its sole discretion, to:
1. remove, delete, disable access to, or refuse to display any Photograph or User Content at any time;
2. remove content that violates these Terms or is offensive, illegal, or inappropriate;
3. remove content in response to complaints from third parties;
4. remove content that poses legal, reputational, or security risks to Sport Shutter; and
5. take any other action deemed necessary to protect the integrity of the Platform.
Where a Photograph you have purchased is subsequently removed from the Platform:
1. your Content License Agreement in respect of that Photograph remains in effect if you have already downloaded the Photograph prior to its removal;
2. if you have not yet downloaded the Photograph at the time of removal, you may be entitled to a refund in accordance with these Terms; and
3. Sport Shutter is not liable for any Loss arising from the removal of a Photograph you have purchased, beyond any refund entitlement under these Terms.
Sport Shutter has no liability to you for removing, disabling access to, or refusing to display any Photograph or User Content. Sport Shutter is not required to provide advance notice or explanation for content removal.
Sport Shutter reserves the right to remove any User Content submitted by you that violates these Terms or that Sport Shutter considers, in its sole discretion, to be offensive, inappropriate or harmful. Sport Shutter will make reasonable efforts to notify you if your User Content is removed.
You remain solely responsible for any User Content you submit through the Platform. Sport Shutter's decision not to remove any User Content does not constitute approval or endorsement of that content.

9. Intellectual Property Infringement Claims

9.1. Notification Procedure

If you believe that any content on the Platform infringes your copyright or other Intellectual Property Rights, you may submit a written notice to Sport Shutter at support@sportshutter.com.
Your notice must include:
1. a physical or electronic signature of the copyright owner or person authorised to act on behalf of the owner;
2. identification of the copyrighted work claimed to have been infringed, or if multiple works are covered by a single notification, a representative list of such works;
3. identification of the material that is claimed to be infringing, including information reasonably sufficient to permit Sport Shutter to locate the material, such as the URL or Photograph ID; and
4. your contact information, including address, telephone number and email address.

9.2. Removal

Upon receiving a notice in accordance with clause 9.1, Sport Shutter:

will perform its own investigations in respect of the claim;
may remove or disable access to the allegedly infringing content at its sole discretion; and
notify the Photographer if their content is the subject of the claim.

9.3. Effect on Your Purchase

Where content you have purchased is removed following an infringement claim:

if you have already downloaded the Photograph prior to its removal, you acknowledge that:
1. without limiting any other provision of these Terms, your use of the Photograph following receipt of notice of an infringement claim is entirely at your own risk;
2. Sport Shutter expressly disclaims all liability for any Loss arising from your use of the Photograph;
3. Sport Shutter makes no representation as to the validity or outcome of any infringement claim and you should seek independent legal advice regarding your position before continuing to use the Photograph; and
4. any indemnity or other protection Sport Shutter may otherwise provide under these Terms does not extend to your continued use of a Photograph after notice of an infringement claim has been received;
if you have not yet downloaded the Photograph at the time of removal, you may be entitled to a refund in accordance with these Terms; and
Sport Shutter is not liable for any Loss arising from the removal of content following an infringement claim, beyond any refund entitlement under these Terms.

9.4. Vexatious Claims

You acknowledge that making false or bad faith infringement claims may result in:
1. liability to the relevant Photographer for damages, including costs and legal fees; and
2. suspension or termination of your Customer Account.
Sport Shutter reserves the right to terminate Customer Accounts of users who make repeated false or bad faith claims.

10. Privacy And Data Protection

Sport Shutter's collection, use, and disclosure of Personal Information is governed by our Privacy Policy, available at www.sportshutter.com/privacy. By using the Services and accessing our Platform, you consent to such collection, use and disclosure as described in the Privacy Policy.
Sport Shutter will comply with the Privacy Act 1988 (Cth), the Australian Privacy Principles and any other applicable privacy laws in connection with the handling of your Personal Information.
You acknowledge and agree that Sport Shutter may store your Personal Information and content on servers located in Australia or overseas. By using the Services, you consent to such storage and processing.

11. Third Party Services

11.1. Integration and Links

The Platform may contain links to or integrations with Third Party Services including:

payment processors;
social media platforms;
analytics services; and
other third-party tools or services.

11.2. No Responsibility

Sport Shutter makes no representations or warranties regarding Third Party Services and expressly disclaims all liability arising from your use of such services. Your use of Third Party Services is subject to the terms and conditions of those services.

11.3. Third Party Content

Sport Shutter is not responsible for any content on third-party websites or services, even if linked from or referenced on the Platform.

11.4. Payment Processing

Payment processing services are provided by third-party payment processors. Sport Shutter is not responsible for:
1. failures, errors or delays in the processing of your payments;
2. restrictions or holds imposed on your transactions by payment processors;
3. security breaches at payment processors; or
4. fees charged by payment processors which will be deducted from your proceeds in accordance with these Terms.
You agree to comply with the terms and conditions of any third-party payment processor used in connection with the Services. Sport Shutter is not liable for any Loss arising from payment processor actions or inactions, including any delay in or failure to remit proceeds to you where such delay or failure is caused by the payment processor.

12. Disclaimers and Warranties

12.1. "As Is" Provision

The Platform and Services are provided on an "as is" and "as available" basis. To the maximum extent permitted by law, Sport Shutter expressly disclaims all warranties, representations and conditions of any kind, whether express, implied or statutory, including but not limited to:

implied warranties of merchantability, fitness for a particular purpose, title and non-infringement;
warranties that the Services will be uninterrupted, error-free, secure or free from viruses or other harmful components; and
warranties regarding the accuracy, reliability or completeness of any content, Photographs or information on the Platform.

12.2. No Guarantee of Availability

Sport Shutter does not warrant that:

the Platform or Services will be available at all times;
any particular Photograph will remain available for purchase or download at any time;
your order history or previously purchased Photographs will be stored on the Platform indefinitely;
Photographers will fulfil their obligations in connection with Photographs listed on the Platform; or
transactions will be completed without disputes or chargebacks.

12.3. No Warranty as to Photographs

Sport Shutter makes no representations or warranties regarding any Photograph listed on the Platform, including:
1. the accuracy of any Photographer's descriptions, metadata or tags;
2. whether any Photograph is suitable for your intended use;
3. whether any Photographer has obtained necessary releases in respect of their Photographs;
4. whether use of any Photograph will infringe any third-party Intellectual Property Rights, privacy rights or publicity rights; or
5. whether any Photograph complies with applicable laws.
You are solely responsible for satisfying yourself as to the suitability of any Photograph for your intended use before completing a purchase.

12.4. Third Party Actions

Sport Shutter is not responsible for:

the conduct or omissions of Photographers in connection with their Photographs or their dealings with you;
unauthorised use of your account or purchased Photographs by third parties;
disputes arising between you and Photographers in connection with Photographs or their use;
failures by Photographers to comply with applicable laws or their obligations under the Photographer Account Terms; or
delays, failures or interruptions in the delivery or download of Photographs caused by third-party hosting providers, content delivery networks or device incompatibility.

13. Limitation of Liability

13.1. Maximum Liability

To the maximum extent permitted by law, Sport Shutter's total aggregate liability to you for any and all Claims arising out of or related to these Terms or the Services, whether in contract, tort (including negligence), statute or otherwise, shall not exceed the greater of:

the total amount paid by you to Sport Shutter for purchases through the Platform in the six months immediately preceding the event giving rise to the liability; or
one hundred dollars (AUD $100).

13.2. Excluded Damages

To the maximum extent permitted by law, Sport Shutter shall not be liable for any:

indirect, incidental, special, consequential, exemplary or punitive damages;
loss of profits, revenue, business opportunities, goodwill or anticipated savings;
loss or corruption of data or content including purchased Photographs;
cost of procuring substitute services or content;
damages arising from your inability to access or use the Platform or Services;
damages arising from unauthorised access to your Customer Account or purchased Photographs;
damages arising from the conduct or omissions of Photographers; or
damages arising from disputes between you and Photographers,

even if Sport Shutter has been advised of the possibility of such damages.

13.3. Liability as Between You and Photographers

Sport Shutter's limitation of liability under this clause applies only to Claims against Sport Shutter. Nothing in these Terms limits or affects any Claim you may have directly against a Photographer arising from their Photographs or their conduct. Your recourse in respect of Photographer conduct is against the relevant Photographer directly.

13.4. Australian Consumer Law

Nothing in these Terms limits or excludes any liability that cannot be limited or excluded under the Australian Consumer Law or other applicable law. Where the Australian Consumer Law or other applicable law implies a guarantee or condition into these Terms and that law prohibits the exclusion or restriction of liability for breach of that guarantee or condition, Sport Shutter's liability for such breach is limited (at Sport Shutter's option) to:

in the case of services: re-supplying the services or paying the cost of having the services re-supplied; or
in the case of goods: replacing the goods, supplying equivalent goods, repairing the goods, paying the cost of replacing or acquiring equivalent goods, or paying the cost of having the goods repaired.

14. Indemnification

14.1. Indemnity

You agree to defend, indemnify and hold harmless Sport Shutter and its officers, directors, employees and agents (collectively, the Indemnified Parties) from and against any and all Claims, damages, losses, liabilities, costs and expenses (including reasonable legal fees and costs) arising from or related to:

your breach of these Terms;
your violation of any law or regulation;
your violation of any rights of any third party, including Intellectual Property Rights, privacy rights or publicity rights;
your User Content;
your use of the Services;
any false, inaccurate or misleading information provided by you; and
any dispute between you and a Photographer arising from your Photographs or their use.

14.2. Intellectual Property Indemnity

Without limiting clause 14.1, you specifically agree to indemnify the Indemnified Parties from and against any and all Claims arising from or related to:

your use of any Photograph in breach of the Content License Agreement;
your use of any Photograph in breach of any third-party Intellectual Property Rights, privacy rights or publicity rights;
your continued use of any Photograph after receipt of notice of an infringement claim in accordance with clause 9.1; and
any allegation that Sport Shutter has authorised an infringement of copyright within the meaning of section 36(1), 36 (1A) or section 101(1A) of the Copyright Act 1968 (Cth) arising from Sport Shutter's facilitation of your access to or use of a Photograph, where the underlying infringement is attributable to your conduct.

14.3. Conduct Indemnity

You agree to indemnify the Indemnified Parties from and against any and all Claims arising from or related to:

any unauthorised use or distribution of purchased Photographs;
your circumvention of any access controls, watermarks or digital rights management measures applied to Photographs; and
your use of the Platform in breach of these Terms.

14.4. Survival

Your indemnification obligations survive termination of these Terms and your use of the Services.

15. Dispute Resolution

15.1. Negotiation

If a dispute arises between you and Sport Shutter, the party claiming that a dispute exists must deliver written notice to the other party specifying the nature of the dispute (Dispute Notice).

15.2. Good Faith Discussions

During the 10 Business Days following delivery of the Dispute Notice (Notice Period), the parties must meet and negotiate in good faith to attempt to resolve the dispute.

15.3. Mediation

If the parties cannot resolve the dispute within the Notice Period, they must attempt to resolve the Dispute through mediation before commencing legal proceedings. The mediation will be:

conducted in accordance with the Rules of the Resolution Institute;
conducted by a mediator agreed upon by the parties within 10 Business Days of the end of the Notice Period;
if no agreement on a mediator, the mediator will be appointed by the President of the Resolution Institute; and
conducted in Brisbane, Queensland or via video conference if agreed.

15.4. Costs of Mediation

Each party will bear its own costs of participating in mediation. The parties will share equally the costs of the mediator and any venue or administrative fees.

15.5. Conclusion of Mediation

The mediation concludes when:

the parties agree in writing on a resolution; or
a party, not earlier than 15 Business Days after appointment of the mediator, gives 5 Business Days' written notice to the other party and the mediator terminating the mediation.

15.6. Confidentiality

All communications during negotiation and mediation are confidential and made on a "without prejudice" basis. Neither party may use such communications as evidence in any subsequent proceeding.

15.7. Litigation

If mediation is unsuccessful, either party may commence legal proceedings. Nothing in this clause prevents a party from seeking urgent interlocutory relief from a court.

15.8. Disputes Between Users

This clause 15 governs disputes between you and Sport Shutter only. Disputes between you and Photographers arising from Photographs you purchase or the Content License Agreement are matters between you and the Photographer directly. Sport Shutter is not required to participate in or mediate such disputes but may, at its sole discretion, assist in facilitating communications or provide information relevant to resolving the dispute.

16. Term And Termination

16.1. Term

These Terms commence when you first access or use the Platform or Services and continue until terminated in accordance with this clause.

16.2. Termination by You

You may terminate your Customer Account at any time by:
1. submitting a termination request through your Customer Account settings; or
2. sending written notice to support@sportshutter.com.
Termination will take effect within 5 Business Days of receipt of your request. Your Photographs will be removed from the Platform upon termination taking effect, subject to clause 16.4.

16.3. Termination by Sport Shutter

Sport Shutter may suspend or terminate your Customer Account and access to the Platform and Services immediately and without notice if:

you breach any provision of these Terms;
you violate any applicable laws or regulations;
Sport Shutter reasonably believes your Customer Account is being used fraudulently or for illegal purposes;
you engage in conduct that is harmful to Photographers, Sport Shutter, or third parties;
your Customer Account has been inactive for more than 12 months;
if required by law or government authority; or
Sport Shutter elects to discontinue providing the Services, in which case Sport Shutter will provide reasonable notice where practicable.

16.4. Effect of Termination

Upon termination of your Customer Account for any reason:

you must immediately cease all use of the Platform and Services;
you will lose access to your Customer Account and all content stored in it, including your purchase history;
Content License Agreements for Photographs you have already purchased and downloaded prior to termination remain in effect and are not affected by termination;
Sport Shutter will remove your Photographs from the Platform, subject to any existing Content License Agreements and Sport Shutter's rights under clause 6.2;
you lose access to any Photographs purchased but not yet downloaded at the time of termination, and no refund will be provided in respect of such Photographs except as required by law;
any outstanding payment obligations owed by you to Sport Shutter remain due and payable; and
you remain liable for any breaches or obligations that arose before termination.

16.5. Suspension

Sport Shutter may suspend your Customer Account rather than terminate it where Sport Shutter considers suspension to be a proportionate response to the relevant circumstances. During suspension:

you will not be able to make new purchases or access your Customer Account;
access to previously purchased and downloaded Photographs is not affected by suspension;
Sport Shutter will notify you of the reason for suspension and the steps required to have the suspension lifted where practicable; and
Sport Shutter may convert a suspension to a termination if the circumstances giving rise to the suspension are not remedied within a reasonable time.

16.6. No Refunds Upon Termination

Except as required by law, no refunds will be provided upon termination for any reason, including in respect of any Photographs purchased but not yet downloaded at the time of termination.

17. General Provisions

17.1. Entire Agreement

These Terms, together with the Privacy Policy and any other policies or guidelines referenced herein, constitute the entire agreement between you and Sport Shutter regarding the Services and supersede all prior agreements, understandings, representations and warranties, whether written or oral.

17.2. Governing Law and Jurisdiction

These Terms are governed by the laws of Queensland, Australia. Any legal action or proceeding arising out of or relating to these Terms or the Services must be brought exclusively in the courts of Queensland, and you irrevocably submit to the jurisdiction of such courts.

17.3. Severability

If any provision of these Terms is held to be invalid, illegal or unenforceable, such provision will be severed from these Terms and the remaining provisions will continue in full force and effect. The invalid provision will be replaced by a valid provision that most closely approximates the intent and economic effect of the invalid provision.

17.4. Force Majeure

Neither party will be liable for any failure or delay in performing its obligations under these Terms to the extent caused by circumstances beyond that party's reasonable control, including acts of God, fire, flood, pandemic, war, terrorism, labour disputes, utility failures, or actions of government authorities. The affected party must notify the other as soon as practicable and use reasonable efforts to resume performance.

17.5. Waiver

No failure or delay by Sport Shutter in exercising any right, power or privilege under these Terms will operate as a waiver thereof. No single or partial exercise of any right, power or privilege will preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Any waiver must be in writing and signed by Sport Shutter.

17.6. Assignment

Neither party may assign, transfer, delegate or otherwise dispose of these Terms or any of their rights or obligations under these Terms without the other party's prior written consent, except that Sport Shutter may assign, novate or otherwise transfer these Terms (including all Photographs, User Content, Personal Information, Confidential Information and other materials and data supplied by you) without your consent:

to an affiliate or subsidiary of Sport Shutter;
in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets;
in connection with any sale, exit, or disposal of Sport Shutter's business or any part thereof;
to a successor entity in any of the foregoing transactions; or
to any purchaser, investor or other party in connection with any actual or proposed transaction involving Sport Shutter,

provided that the assignee agrees to be bound by these Terms or terms substantially equivalent in effect.

17.7. Relationship of Parties

Except as expressly set out in these Terms, nothing in these Terms creates any partnership, joint venture, agency, employment or franchise relationship between you and Sport Shutter. You have no authority to bind Sport Shutter or make any representation on Sport Shutter's behalf.

17.8. No Third Party Beneficiaries

These Terms are for the benefit of, and may be enforced only by, the parties to these Terms and their permitted successors and assigns. These Terms are not intended to confer any right or benefit on any third party.

17.9. Notices

17.9.1. Notices to Sport Shutter

All notices to Sport Shutter must be sent to:

Sport Shutter Pty Ltd
687 Nicholson St, Fitzroy VIC 3068
Email: legal@sportshutter.com

17.9.2. Notices to Users

Sport Shutter may provide notices to you:

via email to the address associated with your account;
by posting on the Platform;
through notifications within your account dashboard; and
by any other method permitted by law.

17.9.3. Effective Date of Notices

Notices are deemed received:

if delivered by hand: upon delivery;
if sent by post: three (3) Business Days after posting;
if sent by email: at the time that would be the time of receipt under the Electronic Transactions Act 1999 (Cth); and
if posted on the Website: immediately upon posting.

17.10. Electronic Communications

You consent to receive communications from Sport Shutter electronically. Sport Shutter may communicate with you by email or by posting notices on the Website. You agree that all agreements, notices, disclosures and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing.

17.11. Interpretation

In these Terms:

headings are for convenience only and do not affect interpretation;
words in the singular include the plural and vice versa;
references to a person include an individual, company, partnership, joint venture, trust, association or other entity;
references to "including" or "includes" mean "including without limitation";
references to any statute or statutory provision include any amendment, modification, re-enactment or replacement thereof; and
no provision will be construed against any party on the basis that the party drafted it.

17.12. Further Assurances

Each party must promptly do all things and execute all documents necessary or desirable to give full effect to these Terms and the transactions contemplated by them.

17.13. Service Modifications

Sport Shutter reserves the right to:
1. modify, suspend or discontinue any aspect of the Services at any time;
2. impose limits on certain features or restrict access to parts of the Services; and
3. change fees and payment terms with reasonable notice.
Sport Shutter will not be liable to you or any third party for any modification, suspension or discontinuation of the Services, except as required by law.

18. Acknowledgment

By accessing or using the Platform or Services, you acknowledge that:

you have read, understood and agree to be bound by these Terms;
you have had the opportunity to seek independent legal advice regarding these Terms;
if you are accepting these Terms on behalf of a company or other entity, you have the authority to bind that entity;
Sport Shutter is providing platform and intermediary services only, is not a party to any Content License Agreement between you and a Photographer, and is not responsible for disputes arising from your dealings with any Photographer;
Sport Shutter is not a party to any Content License Agreement between you and a Photographer, and is not responsible for disputes arising from Photographs or their use;
your recourse in respect of any Claim arising from a Photographer's conduct or their Photographs is against the relevant Photographer directly, and not Sport Shutter;
you understand your obligations as a Customer including in respect of the Content License Agreement, permitted and prohibited uses of Photographs, and your obligations following receipt of notice of an infringement claim;
if you are under 18 years of age, you have obtained the prior approval of a parent or legal guardian to access the Platform and Services; and
each time you access or use the Services, you reaffirm your agreement to be bound by these Terms as they may be amended from time to.