Seller Terms and Conditions
1. INTRODUCTION
Welcome to the TopMusicMarketplace located at https://topmusicmarketplace.com/ (“TMM”) which is owned and operated by TOPMUSIC.CO T/A TOP MUSIC EDUCATION PTY LTD (“TME”).
TMM is an online platform that offers a diverse range of music teaching resources for all levels, ages and abilities (“Service”).
Please read these Terms & Conditions carefully. By accessing and using TMM as a Seller (as defined herein) you agree to be bound by these Terms & Conditions and our Privacy Policy located at https://topmusic.co/privacy-policy/. These Terms & Conditions constitute a legally binding agreement between you and TME (“Agreement”).
TME reserves the right to alter, modify, add to or change in any way, any provision of these Terms & Conditions and may, in its absolute discretion, limit or expand the services available via TMM, without giving prior notice to a Seller. It is your responsibility to check the Terms & Conditions each time you use TMM.
2. DEFINITIONS
For the purpose of these Terms & Conditions the following definitions apply:
“Amount” means the Purchase Price and Fees payable to TME for a Resource. All Amounts on the Marketplace are listed in $US.
“Buyer” means a User that has completed a Sale.
“Commission” means the thirty-five (35) percent fee or otherwise mutually agreed percentage fee between TME and the Seller payable to TME from each Sale. The Commission is calculated on the Purchase Price before any Fees apply.
“Data” means any data or information inputted by a Seller or on behalf of a Seller into TMM.
“Fees” means any and all shipping, Transaction Fees and/or other applicable charges which may apply to a Sale, excluding the Purchase Price.
“Listing” means the listing on TMM that the Seller uses to offer a Resource for sale.
“Payment” means the amount payable (after Commission and the Transaction Fee is deducted) to the Seller from TME resulting from a Sale.
“Refund Period” means fourteen (14) days after the day of a Sale.
“Resource” means music teaching products, services and/or merchandise, including but not limited to electronically delivered files, digital and/or physical sheet music, software programs, PDFs and/or other digital or physical goods that are made available by a Seller for purchase via a Listing.
“Seller” means a User that has created a Listing.
“Sale” means the completed transaction between a Buyer and TME for the purchase of a Resource whereby TME has received the Amount paid by the Buyer.
“Transaction Fee” means the transaction fee in the amount of $US0.30c payable by the Seller to TME for each Sale.
“Purchase Price” means the amount offered by the Seller, as represented in the Listing, for a Resource.
“User” means any user of the TMM, including Buyers and Sellers.
3. SELLER ACCOUNT
In order to access TMM as a Seller, you must first set up a seller account by completing the online form process via “Become a Seller” on TMM (“Account”) and then logging in.
The Seller has the option to upgrade the Account by paying an annual fee of $59.00 or joining the TopMusicPro Evolution Membership via https://members.topmusic.co/join/pro/ (“Premium Account”). The Commission percentage fee payable to TME in connection with a Premium Account is reduced to twenty-two (22) percent fee with respect to Premium Accounts.
The Seller is solely responsible for maintaining the confidentiality of their Account and Account password.
4. RESOURCES & LISTINGS
Once logged into an Account, the Seller can create a Listing. A Listing will include:
- a description of the Resource;
- any image necessary to represent the Resource;
- any terms of use and/or licensing restrictions on the purchase and use of the Resource;
- any software and/or other system requirements for using the Resource; and
- the Seller’s refund or returns policy (if any) relating to the Resource (“Description”).
- is of the quality, standard, functionality and requirement represented in the Description and/or represented in any image included in the Listing; and
- is not offensive, harmful, objectionable and/or defamatory in any way.
TME should not be used to drive traffic to another website or business. Seller should not include hyperlinks to another website or marketplace/e-commerce site where purchases can be made.
TME will not be liable for any loss or damage as a result of errors made in the Purchase Price, Description, Listing or Resource represented to the Buyer.5. DISCOUNTS, PROMOTIONS & REFERRALS
TME has full discretion to offer promotions and/or discounts to all Resources listed on TMM and will give reasonable notice to the Seller of such promotions and/or discounts.
The Seller may apply its own promotions and/or discounts to its Resource in its sole discretion.
Where a discount and/or promotion applies to a Resource under this clause, the discounted amount will be deducted from the Purchase Price and Payment (before Commission and Transaction Fee).
Where the Seller wishes to include a referral link to an external resource within a Listing, this must be pre-approved by TME admin first (“Directory Listing”). In such instance, a unique affiliate link created by the Seller will be implemented and used to track all purchases through the applicable Directory Listing link to provide a mutually agreed commission payable automatically to TME on a regular basis via Paypal or another agreed merchant facility.
6. REFUNDS AND RETURNS
If the Buyer makes a request for a return of a Resource and/or a refund of monies from a Sale (“Refund Request”) within the Refund Period, TME will notify the Seller of the Refund Request. Upon receiving notice of the Refund Request, the Seller must inform TME within two (2) business days whether the Refund Request is accepted. If the Seller accepts the Refund Request, the Seller will authorise TME to return the (full or partial) Purchase Price to the Buyer. If the Refund Request applies to physical Resources, it is the Seller’s responsibility to facilitate the return of such Resources.
The Seller will use its best endeavours to facilitate and cooperate with TME in processing any Refund Requests.
7. PAYMENT & COMMISSION
TME is entitled to the Commission from every Sale made via TMM. For the avoidance of doubt, the total amount deducted by TME will include the Commission plus the Transaction Fee. TME will collect the Amount from a Sale and make Payment to the Seller after the Refund Period has elapsed, unless a Refund Request has been initiated.
Payment will be made via Paypal and is subject to Paypal’s User Agreement which can be read here: https://www.paypal.com/au/webapps/mpp/ua/useragreement-full?locale.x=en_AU. The Seller is solely responsible for any transaction and/or other fees that Paypal may apply to Payment made into the Seller’s Paypal account. TME is not responsible for any payment processed (or not processed) via Paypal and or other methods of payment which may added in the future.
TME has full discretion to change the Commission and will give reasonable notice to the Seller of such change. Upon receiving notice of a change in Commission, the Seller may edit its Purchase Price and/or Listing, remove its Listing and/or terminate its Account. TME agrees that Payment from a Sale occurring before a change in Commission will be made deducting the Commission set at the time of the Sale.
8. TERMINATION AND SUSPENSION
If TME determines the Seller is in breach of this Agreement, TME, in its sole discretion and without notice, has the right to limit access, suspend or terminate the Account and refuse any and all current or future use of the Account. Such termination shall not release the Seller of any obligations existing at the time their Account is terminated. In addition to terminating the Agreement, TME will be regarded as discharged from any further obligations under this Agreement and may pursue any additional or alternative remedies provided by law.
The Seller has the right to terminate or suspend their Account via their Account’s page or by contacting TME.
If the Seller’s Account is terminated, suspended or otherwise limited:
- the Listing(s) will be removed;
- Resources will be removed from TME’s servers unless such Resources are subject to a Sale where a Buyer has purchased but not yet downloaded and/or otherwise received the Resource; and
- the Seller will no longer have access to their Resource via their Listing, Account or TMM.
The following sections of these Terms & Conditions will survive termination: Refunds and Returns; Payment and Commission; Termination and Suspension; Seller Warranties; Intellectual Property Rights; Indemnity; No Warranties and Limitation of Liability; Governing Law and Jurisdiction; and Entire Agreement.
9. SELLER WARRANTIES
The Seller warrants to TME as follows:
- The Seller has the necessary right, title and interest (including but not limited to applicable copyright) to upload and sell the Resource via TMM, and in doing so warrants that no third party rights or applicable laws are infringed;
- That all Data uploaded on a Listing does not contain any viruses, tracking software or other programming algorithms that interfere with TME and/or a Buyer’s privacy, data or computer systems.
- The contract formed between the Seller and Buyer from a Sale is solely between the Buyer and Seller and that TME is not a party to such contract, nor does TME assumes any responsibility arising out of or in connection with such contract;
- The Seller is responsible for any other fees or costs that it may incur and for paying any applicable income, sales, or other taxes that it may generate on TMM;
- If the Seller is using TMM or agreeing to these Terms & Conditions on behalf of another person or entity, including but not limited to a company or other organisation, the Seller represents and warrants that they have the power and authority to bind such person or entity to the terms of this Agreement;
- Any Buyer’s personal information provided by TME to the Seller, including but not limited to a Buyer’s full name, address and contact information, will be kept confidential and used solely for the purposes of providing the applicable Resource; and
- That TME will not be in any way liable to the Seller or any third party for any indirect, consequential, exemplary, incidental, special or punitive damages, including for loss of money, goodwill, reputation or Data arising from the Seller’s use of TMM.
10. INTELLECTUAL PROPERTY RIGHTS
Except for third party Resources or otherwise stated, all other aspects of TMM is owned or controlled by TME or third parties that have authorised such use, including but not limited to all trade marks, text, graphics, photographs, logos, underlying software, footage, sound recordings, musical works, videos, user interfaces, computer code, and other files and content (“Materials”) of TMM.
No Materials may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part other than in accordance with these Terms & Conditions, without the prior written consent of TME.
The Seller will retain ownership (including intellectual property rights) in any Resource. In uploading a Resource, the Seller grants TME the irrevocable, non-exclusive right to:
- store, use, display, promote, sell and provide access to the Resource (including any intellectual property rights) on TMM for the purposes of providing its Services; and
- use the Seller’s name, Listing or Resource for promotional purposes throughout all media (including but not limited to email, advertisements, other sites and/or search engines).
11. INDEMNITY
The Seller hereby indemnifies TME its officers, directors, employees and licensors against any and all costs, loss or damage suffered or may incur by reason of any breach of this Agreement by the Seller.
Should TME in its sole discretion determine that the Seller has breached these Terms & Conditions, then nothing herein shall prevent or in any way restrict its right to pursue any of its legal and/or other remedies, including, without limitation, court action.
12. NO WARRANTIES AND LIMITATION OF LIABILITY
TMM is provided on an "as is" basis and without representations or warranties of any kind to the Seller, whether express or implied, including without limitation as to the quality and/or fitness of TMM for a particular use, accessibility or warranties that access to or use of TMM will be uninterrupted or error-free. TME does not represent that TMM will be secure or free of viruses or other harmful material or elements, or that any Materials will be correct, accurate, timely or complete.
TME has no liability for consequential loss, loss of profit (actual or anticipated) or for other damages of any kind, however caused, arising in any way out of or in connection with TMM, including but not limited to any loss or damage arising from the lack of access to any Resource, Listing or Account and/or other Data provided to TME and/or the termination or suspension of the Account.
13. ASSIGNMENT
The Seller acknowledges that this Agreement is personal to it and cannot be assigned, transferred, sold or otherwise disposed of without the prior consent in writing of TME. TME reserves its right to assign the provisions of this Agreement at any time.
14. GOVERNING LAW AND JURISDICTION
These Terms & Conditions and the access and use of TMM shall be governed by and construed in accordance with the laws of Victoria, Australia. By accessing and using TMM, the Seller accepts that any dispute under these Terms & Conditions or arising out of access and/or use of TMM shall be subject to the exclusive jurisdiction of the Victorian Courts in Australia and by accessing and/or using TMM, the Seller hereby submit to the jurisdiction of such courts for such purposes.
Sellers are solely responsible for compliance with any applicable laws of the country from which they access TMM.
15. GST
All amounts payable under these Terms & Conditions are deemed to be inclusive of any applicable goods and services tax unless otherwise stated.
16. ENTIRE AGREEMENT
This Agreement shall constitute the entire agreement and understanding between the Seller and TME concerning the subject matter hereof and supersedes all prior agreements and understanding of Seller and TME with respect thereto.
If any provision of this Agreement shall be unlawful, void or unenforceable for any reason, the other provisions shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent.