Share your photography. Buy or sell photo art, prints & canvasses. Explore your passion.

1 Introduction

Thank you for submitting your image in to the Public Gallery

 

The Public Gallery is an offering provided by Photo Art Gallery Pty Ltd (Photo Art Gallery) for the benefit of all general members via the website (Website). A general member may submit photos from his or her Private Gallery in to the Public Gallery area of the Website under the terms of this agreement (Agreement). You should read and be familiar with the terms of this Agreement, which may be amended from time to time and which amendment will apply between You and Photo Art Gallery upon posting to the Website.

 

When You submit your images to the Public Gallery they will be available to be viewed, purchased and shared with all members of the gallery and members of the public who peruse the gallery. Your images in this gallery can be displayed in other Art Galleries or Websites as the license in this gallery is non-exclusive.

 

You will share in the commissions earned on any sale of your images and your revenue share will be determined by the quality of the image information you enter when uploading the image. The higher the quality and quantity of your image info the more you will get paid! (Please see commission structures in our FAQs or when you upload a photo)

 

Not only are you able to share your images with the world, your images in this gallery can be rated, receive public recognition and in turn create revenue for you should someone choose to buy your image for private or commercial purposes. Photo Art Gallery will always do its best to promote your images and create more opportunities for your art work to gain exposure. The more we have the more we have to promote.

 

In order to submit photos in to the Public Gallery You will need to provide us with the bank details into which You request that any Revenue be paid (Subject to meeting minimum payout level as stated in the Commission Retention Policy). If You have already provided us with your bank details You will be asked to confirm those details.

 

2 Licence to Photo Art Gallery

2.1 Dictionary

1. (a) The Dictionary in clause 2.15 defines some of the terms used in this Agreement.
2. (b) Clause 2.15 sets out some rules of interpretation for this Agreement.

 

2.2 Grant of Licence

1. (a)You grant to Photo Art Gallery for the Licence Period a non-exclusive licence to use the Photograph(s) and any copyright and other Intellectual Property Rights subsisting in the Photograph(s), such grant including the right to reproduce, advertise, promote, distribute, communicate, manage (including the right to enter and amend metadata in accordance with clause 2.5(a)(ix)), sell and otherwise exploit, including the right to sublicence, to third parties via the Website and through other Retail Networks the Photograph(s) (Licensed Rights). For the avoidance of doubt, the Licensed Rights expressly include the right for Photo Art Gallery to create Products embodying the Photograph(s) for sale to third parties (including Sublicensees) in accordance with the terms of this Agreement.
2. (b) All photograph(s) submitted by You to the Public Gallery will automatically be deemed to be Photograph(s) for the purposes of this Agreement and will thereafter become subject to the terms of this Agreement. Upon submitting the Photograph to the Public Gallery You must agree to the applicable Photograph Price. You acknowledge that Photo Art Gallery shall have an absolute and unfettered right to reject a Photograph submitted to the Public Gallery for any reason whatsoever and that in such an event:
   1. (i) You shall have a right to appeal or otherwise question such a decision; however
   2. (ii) Photo Art Gallery need not provide You with any reasons for such a rejection and their ultimate decision is final.
3. (c)You also grant to Photo Art Gallery the right to commence, defend or otherwise participate in any legal proceedings, or take any other action, that Photo Art Gallery considers necessary or desirable for the purpose of:
   1. (i) collecting or recovering any User Payments or other amounts payable by any person in connection with the exercise of the Licensed Rights; or
   2. (ii) preventing any unauthorised exercise or exploitation by any person of the rights forming part of the Licensed Rights.
4. (d) For the purposes of this clause 2, You appoint Photo Art Gallery as Your attorney and You authorise Photo Art Gallery to conduct any proceedings in Your name if Photo Art Gallery considers it appropriate to do so and You agree to co-operate with Photo Art Gallery in relation to any infringement action.
5. (e) You reserve to Yourself all rights not expressly granted to Photo Art Gallery under this Agreement (including, for the avoidance of doubt, the right to take any action that You consider necessary or desirable for the purpose of preventing any unauthorised use of the Licensed Rights).

 

2.3 Waivers and Consents

1. (a) To the extent permitted by law, You unconditionally and irrevocably consent to any actions which Photo Art Gallery, its successors and assigns may take in connection with the use of the Photograph(s) in accordance with the policies of the [Public Gallery], from time to time, whether or not such action(s) would otherwise infringe your Moral Rights.  If You are a company or if You are not the author of the Photograph(s), to the extent permitted by law, You must procure that each author of the Photograph(s) also provides an equivalent unconditional and irrevocable consent or waiver in respect of Moral Rights in the Photograph(s). 
2. (b) Photo Art Gallery and persons authorised by Photo Art Gallery may not amend, edit, select, crop, manipulate, retouch, add to, delete material from or otherwise modify any Photograph(s) without Your consent, such consent not to be unreasonably withheld if such action is necessary to better facilitate the buyer’s requirements.    If You are a company or if You are not the author of the Photograph(s), You must make all reasonable efforts to procure that each author of the Photograph(s) provides such consents if so required by Photo Art Gallery.
3. (c) To the extent permitted by law, You unconditionally and irrevocably waive all Image Rights that may exist in relation to the Photograph(s) in favour of Photo Art Gallery, its successors and assigns and You consent to use of any Photograph(s) in which such Image Rights may exist and You agree that where the subject matter of the Photograph(s) includes a person other than Yourself, You must procure from such person(s) such assignment, or where assignment is not permitted by law, waiver and consent in respect of any such Image Rights.
4. (d) If the Photograph that You are submitting is of any person, You must procure and retain an executed consent and release form – an example of which is located at Photo Art>Talent Release Form - by that person and must provide a copy of this form to Photo Art Gallery within a reasonable period after being requested to do so.

2.4 Information

1. (a) You agree to use all commercially reasonable endeavours to:
   1. (i) promptly notify Photo Art Gallery if at any time during the Licence Period You become aware that You no longer own or control the copyright or other Intellectual Property Rights in the Photograph(s); and
   2. (ii) promptly notify Photo Art Gallery if You transfer to a third party ownership or control of the Photograph(s).
2. (b) Further to paragraph (a)(i) above and for the avoidance of doubt, You reserve the right to assign the copyright and other Intellectual Property Rights in the Photograph(s) subject to You first notifying Photo Art Gallery of the intended assignment prior to such assignment being effected.

 

2.5 Warranties and Indemnity

1. (a) You represent and warrant to Photo Art Gallery, both as at the Commencement Date and on an ongoing basis throughout the Licence Period, that:
   1. (i) You own or control all rights in the Photograph(s) and You are entitled to grant to Photo Art Gallery a licence in the terms contemplated in this Agreement;
   2. (ii) where You are not the author of the Photograph(s), You have procured or will immediately procure a consent and waiver in writing from the author(s) of the Photograph(s) in favour of the Photo Art Gallery, its licensees and successors in title, to do any activity the performance of which would otherwise infringe the author(s) Moral Rights in the Photograph(s);
   3. (iii) You have obtained and securely retained a signed release and consent form in accordance with clause 2.3(d) above;
   4. (iv) the exercise by Photo Art Gallery of the Licensed Rights and the granting by Photo Art Gallery of Sublicences to Sublicensees, in accordance with the terms of this Agreement, will not infringe the copyright or other rights, including Intellectual Property Rights of any person;
   5. (v) the exercise by third party Sublicensees of the Licensed Rights, in accordance with the terms and conditions of a Sublicence, will not infringe the copyright or other rights, including Intellectual Property Rights of any person;
   6. (vi) use of the Photograph(s) by Photo Art Gallery or any other party authorised to use the Photograph(s) by Photo Art Gallery will not violate any laws of any country;
   7. (vii) as at the date of this Agreement You have not dealt with the copyright in the Photograph(s) or any of the rights in the Photograph(s) in any manner which is inconsistent with the rights granted or Your obligations under this Agreement;
   8. (viii) You will not do anything that will jeopardise or otherwise affect the validity or enforceability of the Licensed Rights; and
   9. (xi) You will maintain and manage the Photograph(s) included in this Agreement and ensure that the Photograph(s) comply with any Photo Art Gallery metadata policies that are applicable from time to time and You irrevocably authorise Photo Art Gallery to amend, insert, edit, delete or modify any such metadata to ensure compliance, or continuing compliance, with such policies.
2. (b) You agree to indemnify, defend and hold harmless Photo Art Gallery and each Sublicensee, and their respective directors, officers, employees, agents and contractors (each an Indemnified Person), from and against any claims, demands, actions, proceedings, damages (including additional, exemplary or punitive damages), liabilities, penalties, costs and expenses (including legal fees on a solicitor-client basis) which may be suffered or incurred by an Indemnified Person in connection with any claim by a third party (including, for the avoidance of doubt, a Sublicensee), where such third party claim arises directly or indirectly out of or as a result of:
   1. (i) a breach of any of the warranties provided by You in clause 2.5(a); or
   2. (ii) any other breach of Your obligations under this Agreement.
   Photo Art Gallery holds the benefit of this indemnity as principal and as trustee for each Sublicensee.
3. (c) Photo Art Gallery will, and will procure that each Indemnified Person will:
   1. (i) promptly give You written notice of any third party claim of which it is aware, including any claim made by a Sublicensee, and which may give rise to Your liability under the indemnity;
   2. (ii) not make any admissions in relation to a third party claim without Your prior written consent (which must not be unreasonably withheld or delayed);
   3. (iii) at Your request and expense, allow You to control the conduct and settlement of all negotiations and litigation resulting from a third party claim; and
   4. (iv) at all times in relation to a third party claim, act in accordance with Your reasonable instructions and give You any assistance You reasonably request in relation to any negotiations or litigation resulting from the claim, provided You reimburse Photo Art Gallery or the relevant Indemnified Person for any reasonable expenses it incurs in doing so.

 

2.6 Limitation of Liability

1. (a) Subject to clause 2.6(b) but despite any other term of this Agreement, to the extent permitted by law, Photo Art Gallery’s maximum aggregate liability for all claims arising from or in relation to this Agreement (whether known or unknown, in contract, tort (including negligence) under statute, under an indemnity or otherwise) is capped at the value of any Revenue paid to You under this Agreement.
2. (b) Photo Art Gallery is not liable for, and no measure of damages will under any circumstances include:
   1. (i) special, indirect, incidental, consequential or punitive damage; and
   2. (ii) economic loss, loss of profits, loss of revenue, loss of bargain, loss of goodwill, loss of anticipated savings, or loss of use of products or equipment, whether the relevant claim is made for breach of contract, in tort (including negligence), under product liability legislation, under any other statute, under an indemnity or otherwise and whether or not Photo Art Gallery was aware or should have been aware of the possibility of such loss or damage.

 

2.7 User Payments

1. (a) Photo Art Gallery acknowledges and agrees that You will agree to the Photograph Price upon which the User Payment to be paid by a Sublicensee in respect of each Sublicence of a Photograph will be calculated.
2. (b) You acknowledge and agree that Photo Art Gallery will receive all User Payments payable in respect of each Sublicence granted in respect of a Photograph or Photograph(s) and that Your sole right in respect of any such User Payment received will be limited to receipt of the Revenue calculated pursuant to clause 2.9(c) below.

 

2.8 Calculation and Payment of Revenue

1. (a) You agree that the User Payment to be paid by a Sublicensee for the use of each Photograph licensed under this Agreement, including use by way of application to a Product, will be the Photograph Price plus the Photo Art Gallery Amount.
2. (b) Photo Art Gallery agrees that the User Payment paid by any Sublicensee for any Sublicence entered into in relation to a Photograph licensed under this Agreement will be in accordance with the Photograph Price.
3. (c) Provided that the total Revenue in question exceeds the minimum amount stated in the Photo Art Gallery Commission Retention Policy (as amended from time to time) then, in respect of each Financial Quarter, Photo Art Gallery will:
   1. (i) provide You with a written notification of the total amount of User Payments received in relation to any Sublicences entered into for that Quarter.;
   2. (ii) provide You with a written statement of the total Revenue payable to You, calculated as the sum of any applicable User Payments minus the Photo Art Gallery Amounts and any other reductions or off-sets under this Agreement (Revenue); and
   3. (iii) pay the Revenue to You within 14 days of any written request in accordance with the bank details notified by You to Photo Art Gallery, from time to time.
4. (d) If Photo Art Gallery notifies You in writing, at any time after payment of any Revenue, that You were not entitled for any reason to receive some or all of the Revenue, You must repay the amount specified in Photo Art Gallery’s notice within 14 days of receiving the notice. If You fail to repay any such amount, Photo Art Gallery may in its sole discretion choose to set off that amount against any future Revenue it pays to You, but for the avoidance of doubt Photo Art Gallery will have no obligation to do so, and may instead choose to recover the amount from You as a debt due to Photo Art Gallery.

 

2.9 GST and Recipient Created Tax Invoices

1. (s) Any consideration or amount payable under this Agreement, including any non monetary consideration (as reduced in accordance with clause 2.10(e) if required) (Consideration) is exclusive of GST.
2. (b) If GST is or becomes payable on a supply made under or in connection with this Agreement, an additional amount (Additional Amount) is payable by the recipient equal to the amount of GST payable on that supply as calculated by the party making the supply (Supplier) in accordance with the GST Law.
3. (c) The Additional Amount payable under clause 2.10(b) is payable at the same time and in the same manner as the Consideration for the supply. However, subject to other clauses in this Agreement, the Additional Amount is only payable upon receipt of a valid tax invoice.
4. (d) If for any reason (including, without limitation, the occurrence of an adjustment event) the amount of GST payable on a supply (taking into account any decreasing or increasing adjustments in relation to the supply) varies from the Additional Amount payable by the Recipient under clause 2.10(b), the Supplier must provide a refund or credit to the Recipient, or the Recipient must pay a further amount to the Supplier, as appropriate.
5. (e) Notwithstanding any other provision in this Agreement, if an amount payable under or in connection with this Agreement (whether by way of reimbursement, indemnity or otherwise) is calculated by reference to an amount incurred by a party, whether by way of cost, expense, outlay, disbursement or otherwise (Amount Incurred), the amount payable must be reduced by the amount of any input tax credit to which that party is entitled in respect of that Amount Incurred.
6. (f) If You are registered for GST under the GST Law at the relevant times, in relation to the grant of the Licence set out in clause 2.2 above (Licence Supply):
   1. (i) the parties agree that Photo Art Gallery will issue recipient created tax invoices (RCTIs) in respect of any Licence;
   2. (ii) You must not issue tax invoices in respect of any Licence Supply referred to in clause 2.10(f)(i), unless clause 2.10(g) applies;
   3. (iii) You must notify Photo Art Gallery immediately if:
      1. You cease to be registered for GST under the GST Law at any time during the Licence Period; or
      2. You fail or cease to satisfy any of the requirements of the A New Tax System (Goods and Services Tax) Act 1999 Classes of Recipient Created Tax Invoice Determination (No. 1) 2000 (as amended, substituted or replaced) (Determination), any other relevant determination or taxation ruling relating to the issue of RCTIs;
   4. (iv) Photo Art Gallery acknowledges that it is registered for GST under the GST Law as at the Commencement Date and that it will notify You promptly if:
      1. (A) it ceases to be registered for GST under the GST Law at any time during the Licence Period; or
      2. (B) it fails or ceases to satisfy any of the requirements of the Determination, any other relevant determination or taxation ruling relating to the issue of RCTIs.
7. (g) Photo Art Gallery will not issue a document that would otherwise be an RCTI under clause 2.10(f)(i) on or after the date when either it has or You have failed to comply with any of the requirements of the Determination, any other relevant determination or taxation ruling relating to the issue of RCTIs.
8. (h) If clause 2.10(f) applies in respect of a Licence Supply, Photo Art Gallery will:
   1. (i) set out in the RCTI Your ABN;
   2. (ii) issue the original or a copy of the RCTI to You within 28 days after determining the value of the Licence Supply and will retain the original or the copy (as appropriate);
   3. (iii) if applicable, issue the original or a copy of an adjustment note to You within 28 days after the adjustment and will retain the original or the copy (as appropriate); and
   4. (iv) reasonably comply with its obligations under the taxation laws.
9. (i) For the avoidance of doubt, clauses 2.10(f) to 2.10(h) do not apply if You are not registered for GST under the GST Law.
10. (j) If You are not registered for GST under the GST Law but become registered at any time during the Licence Period, You must notify Photo Art Gallery immediately.
11. (k) In this clause:
    1. (i) words used that are defined in the GST Law have the meaning given by the GST Law unless they are assigned a different meaning; and
    2. (ii) any reference in this clause 2.10 to an input tax credit to which a party is entitled includes, without limitation, an input tax credit arising from a creditable acquisition or creditable importation by that party but to which the representative member of a GST group of which the party is a member is entitled.

 

2.10 Withholding of Payments

1. (a) Where Revenue is payable to You under this Agreement, Photo Art Gallery may withhold such proportion of the Revenue as is required by any applicable legislation in force from time to time, including without limitation any legislation that imposes or levies a Tax.
2. (b) Without limiting clause 2.11(a), if You have not provided Your ABN, where applicable, to Photo Art Gallery, and the amount of Revenue payable to You exceeds $50.00 (exclusive of GST), or such other sum as is specified from time to time in applicable legislation, Photo Art Gallery may withhold such proportion of the Revenue as is required by the legislation.
3. (c) Where Photo Art Gallery withholds any amount in accordance with this clause, Photo Art Gallery will:
   1. (i) remit that amount to the relevant Government Agency in accordance with the applicable legislation; and
   2. (ii) provide You with a certificate or other written notification stating the amount withheld, and including any other information that is required by the applicable legislation.

 

2.11 Licence Period

The licence commences on the Commencement Date and continues until it is terminated in accordance with this Agreement or until such time as the rights in the Licensed Rights expires (Licence Period).

 

 

2.12 Termination

1. (a) Either party may notify the other party in writing that it wishes to terminate this Agreement. The termination will take effect 30 days after the end of the Month in which the termination notice is given.
2. (b) Photo Art Gallery may terminate this Agreement with immediate effect by giving You a written notice if:
   1. (i) You breach any of the material terms or conditions of this Agreement, and Photo Art Gallery reasonably considers that the breach is not capable of remedy;
   2. (ii) You breach any of the material terms or conditions of this Agreement and the breach is capable of remedy, but You fail to remedy the breach within 7 days following receipt of a written notice from Photo Art Gallery requiring You to do so; or
   3. (iii) an Insolvency Event occurs in relation to You.
3. (c) If this Agreement expires or is terminated for any reason:
   1. (i) Photo Art Gallery will not, after the date of expiry or termination (Termination Date):
      1. (A) grant any new Sublicence;
      2. (B) extend or allow to be extended any Sublicence that was in force as at the Termination Date; or
      3. (C) commence any legal proceedings relating to the exercise or exploitation of any of the Licensed Rights, but for the avoidance of doubt Photo Art Gallery may take action of the kind referred to in clause 2.2(c)(i) in relation to any Sublicence that was in as at the Termination Date, or which continued in force after that date by virtue of clause 2.13(c)(ii);
   2. (ii) all Sublicences granted by Photo Art Gallery prior to the Termination Date will continue to bind You until they expire or are terminated in accordance with their terms, provided that if any Sublicence is granted on terms such that it automatically continues unless one party exercises a right of termination, Photo Art Gallery will exercise its right of termination if You so direct in writing;
   3. (iii) all Products embodying any of the Photograph(s) in existence at the Termination Date may be validly held, stored, sold and disposed of to third parties notwithstanding the expiration or termination (as the case may be); and
   4. (iv) Photo Art Gallery will continue to account to You, after the Termination Date, for any Revenue that is payable to You in accordance with this Agreement.

 

2.13 General

1. (a) You must not assign, transfer or otherwise deal with this Agreement, or any of Your rights or obligations under this Agreement, or purport to do so, without the prior written consent of Photo Art Gallery (which will not be unreasonably withheld or delayed).
2. (b) Photo Art Gallery may assign, transfer or otherwise deal with this Agreement in its absolute discretion and without limitation.
3. (c) You acknowledge that Photo Art Gallery relies on You to ensure that Your contact details are accurate, complete and up-to-date at all times during the Licence Period, and that Photo Art Gallery may be unable to send payments to You or communicate with You in relation to this Agreement if Your contact details are not correct. You must notify Photo Art Gallery as soon as possible if there are any changes to Your contact details.
4. (d) If either party wishes to send a notice to the other party, it must be in writing and sent to the address, fax number or email address specified for that party (as amended under clause 2.14(c) if applicable). A notice sent in accordance with this clause 2.14(d) is deemed to have been received:
   1. (i) if sent by post, four working days from and including the date of postage; and
   2. (ii) if sent by fax or email, on the day the fax or email is sent (provided the sender has not received a delivery failure message in relation to that fax or email),
   but if the delivery or receipt is after 4:00 pm (recipient’s time), the notice is deemed to have been delivered or received on the following working day.
5. (e) Except as expressly provided in this Agreement:
   1. (i) nothing in this Agreement is intended to constitute a fiduciary relationship or an agency, partnership or trust; and
   2. (ii) neither party has authority to bind the other party.
6. (f) No waiver of a right or remedy under this Agreement is effective unless it is in writing and signed by the party granting it. It is only effective in the specific instance and for the specific purpose for which it is granted. A single or partial exercise of a right or remedy under this Agreement does not prevent a further exercise of that or of any other right or remedy. Failure to exercise or delay in exercising a right or remedy under this Agreement does not operate as a waiver or prevent further exercise of that or of any other right or remedy.

 

2.14 Definitions and Interpretation

In this Agreement:

 

ABN has the meaning given by the A New Tax System (Australian Business Number) Act 1999 (Cth).

Commencement Date means the date that You enter into this Agreement.

Financial Year means:

1. (a) the period commencing on the Commencement Date and ending on the next 30 June; and
2. (b) each subsequent period of 12 months ending on 30 June.

 

General Members means individuals who have entered into a general membership agreement with Photo Art Gallery.

Government Agency means a government or any governmental, semi‑governmental, legislative, administrative, fiscal, quasi-judicial or judicial entity, authority, department or other body, whether foreign, Federal, State, Territorial or local.

GST means a goods and services tax or similar value added tax levied or imposed under the GST Law.

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

Image Rights means any right of an individual to control the commercial use of his or her name, image and likeness and includes personality and publicity rights and other analogous rights that may exist anywhere in the world.

Insolvency Event means any of the following events:

1. (a) an application is made to a court for an order that You be wound up or declared bankrupt, or that a provisional liquidator, receiver or receiver and manager be appointed;
2. (b) a liquidator, provisional liquidator, receiver, receiver and manager or administrator is appointed to You or any of Your assets;
3. (c) You enter into an arrangement or composition with one or more of Your creditors, or an assignment for the benefit of one or more of Your creditors;
4. (d) You propose a winding-up, dissolution or reorganisation, moratorium, deed of company arrangement or other administration involving any of Your creditors;
5. (e) You are insolvent as disclosed in Your accounts, or You otherwise state that You are insolvent, or You are presumed to be insolvent under any applicable law; or
6. (f) anything occurs under the law of any jurisdiction that has a substantially similar effect to any of paragraphs (a) to (e) above.

 

Intellectual Property Rights means all industrial and intellectual property rights of whatever nature throughout the world conferred under statute, common law or equity, whether existing now or at any time in the future, and includes rights in respect of or in connection with copyright, inventions (including patents), formulae, databases, business processes and methods, trade marks, service marks, business names, trade names, domain names, designs, confidential information, trade secrets and know-how and similar industrial and intellectual property rights, whether or not registered or registrable, and includes the right to apply for or renew the registration of such rights.

Licence Period has the meaning given by clause 2.12.

Licensed Rights has the meaning given in clause 2.2(a).

Moral Rights means moral rights within the meaning of part IX of the Copyright Act 1968 (Cth) and any analogous rights arising under statute that exist, or may come to exist anywhere in the world.

Photo Art Gallery Amount means the financial amount stated in clause 2.7(b) received as part of a User Payment and not forming part of the Revenue as provided for in the Photo Art Gallery Commission Retention Policy.

Photo Art Gallery Commission Retention Policy means the policy of that name published by Photo Art Gallery on its Website here which governs, amongst other things, the quantum of the Photo Art Gallery Amount applying from time to time and the means and timing of Revenue payments.

Photograph(s) means all photographs submitted by You to the Public Gallery and includes any Intellectual Property Rights in those photographs.

Photograph Price means the amount specified in accordance with clause 2.2(b).

Private Gallery means the private gallery of a General Member pursuant to clause 4.2 of his or her general membership agreement.

Products means any and all products which a third party wishes to purchase from Photo Art Gallery and which may embody any Photograph(s) licensed to Photo Art Gallery by You.

Retail Networks means shops, galleries or any other places where Photo Art Gallery may choose to display, promote or exhibit images.

Revenue means the amount payable to You under clause 2.7(a), calculated in accordance with clause 2.9(c).

Sublicence means a licence granted by Photo Art Gallery in respect of a Photograph to a Sublicensee.

Sublicensee means a person to whom Photo Art Gallery grants a Sublicence.

Tax means any tax, levy, charge, franchise, impost, duty, fee, rate, deduction, compulsory loan or withholding, which is assessed, levied, imposed or collected by any Government Agency and includes, for the avoidance of doubt, capital gains tax, fringe benefits tax, income tax, value added tax, goods and services tax, sales or use tax, training guarantee levy, profits tax, undistributed profits tax, payroll or employment tax, group tax, PAYG or PAYE withholding tax, land tax, import or customs duty, excise, municipal rates, and any interest, fine, penalty, charge, fee or any other amount imposed on or in respect of any of the above.

User Payment means any GST exclusive fee, royalty or other consideration payable to Photo Art Gallery by a third party (including a Sublicensee) in connection with the grant of, or the exercise of rights under, a Licence.

Website means the Photo Art Gallery website. As at the Commencement Date, the Photo Art Gallery website is located at www.photoartgallery.com.

 

In this Agreement the following rules of interpretation apply:

1. (a) the singular includes the plural and vice versa;
2. (b) where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;
3. (c) the words 'such as', 'including', 'particularly' and similar expressions are not used as, and are not intended to be interpreted as, words of limitation; and
4. (d) a reference to:
   1. (i) a person includes a natural person, partnership, joint venture, government agency, association, corporation or other body corporate;
   2. (ii) any legislation is a reference to that legislation as amended, consolidated or replaced; and
   3. (iii) a monetary amount is in Australian dollars.

 

 

 

3 General

1. (a) If any part of this Agreement is held to be unenforceable, the unenforceable part is to be given effect to the greatest extent possible and the remainder will remain in full force and effect.
2. (b) This Agreement is governed by the laws of New South Wales, Australia, and You irrevocably submit to the exclusive jurisdiction of the courts of New South Wales, Australia.
3. (c) Your use of the Service is conducted electronically and You agree that we may communicate with You electronically for all aspects of Your use of the Service, including sending You electronic notices.
4. (d) The provisions of this Agreement which by its nature survive termination or expiry will survive cancellation of Your registration as a General Member or termination or expiry of this Agreement.

 

 

4 Acceptance of terms and conditions

You must accept the terms and conditions if You wish to submit to the Public Gallery area of the Website. You will only need to accept these terms and conditions once and they will apply for all future uses of the Public Gallery unless amended.