Myer B2B Portal Terms of Use (Version 2019-10-14)
Welcome to the Myer B2B Portal.
By accessing the Myer B2B Portal and any of the functionalities or services available through the Portal (Portal), you agree to be bound by these terms of use (ie the General Terms and any applicable specific service terms (Service Terms)). These terms form part of an agreement between Myer and you (if you are using the Portal as an individual) or the entity you are employed by or represent (if you are using it as a business entity).
If you are entering into these terms for an entity, you represent to us that you have legal authority to bind that entity. As used in these terms, "we," "us," and "Myer" means Myer Pty Ltd and any of its Affiliates as the context requires, and "you" means the individual or business referenced above.
We may make changes to these terms at any time. If we make changes, you will need to accept the new terms of use in order to keep using the Portal. Any new terms of use will replace any terms of use you may have previously accepted. You are responsible for reviewing the terms of use and informing yourself of all applicable changes. Your continued use of the Portal will constitute your acceptance of any changes.
Capitalised terms have the meanings given to them in these terms.
General Terms
1. Registration
You must register for the Portal by creating an account by completing the registration process for the Portal and one or more of the tools or services offered by the Portal (Service). As part of the registration process, you must provide us with your (and your business') legal name and email address. You will keep the information you provide to us up to date to ensure that it remains accurate, complete, and valid at all times. You authorize us to verify your information.
2. Licence
Subject to compliance with these terms, we grant you a limited, revocable, non-exclusive, non-sublicenseable, non-transferable license to access and use the Portal and the Portal Content for the purpose of supplying and improving the supply of Your Product through Myer and its sales channels.
3. Use and Confidentiality
You agree that (a) Myer Information is confidential to Myer; (b) all Myer Information will remain Myer’s exclusive property; (b) you will use and disclose Myer Information only as is reasonably necessary for you to supply Myer with goods or services as agreed with Myer; (c) you will not directly or indirectly (including through a third party) otherwise use or disclose Myer Information to any other person; and (d) you will take all reasonable measures to protect Myer Information against any use or disclosure that is not expressly permitted in these terms. This section does not limit any other obligations you may have in respect of Myer confidential information, including any obligations arising under or in relation to any other agreement between you and Myer.
Without limiting the foregoing, you will: (i) take appropriate technical and organisational measures to protect Myer Information against unauthorised or unlawful processing use or disclosure and against accidental loss, destruction or damage; (ii) maintain all Myer Information separate from all other information; and (iii) at all times ensure that you are aware of and have limited the location of all copies of any Myer Information stored by or for you.
4. Portal Access and Account Security
Your account log in information and log in details are for your personal use only and you must maintain their secrecy and security. You are solely responsible for all activities that occur using your account log in information, regardless of whether the activities are undertaken by you or a third party (including your employees, contractors, or agents). You will provide us with notice immediately if you believe an unauthorised third party may be using your account information or if your account information is lost or stolen.
You are solely responsible for maintaining any of Your Information that you provide into the Portal (if any), for properly using the Portal and taking your own steps to maintain appropriate security and protection of any information that you store outside the Portal as it relates to you.
You must not allow someone else to sign-in or use your Portal account. You will not access any third party account or any transaction information or Myer information about another seller account for which you do not have authority to access.
5. Rights in Portal and Portal Content
As between you and us, we or our licensors own all rights, title, and interest in and to the Portal and the Portal Content. Except as provided in Section 2 of these terms, you obtain no rights under these terms from us or our licensors to the Portal, Portal Content or the Myer Information, including any related intellectual property rights.
6. Myer Monitoring
Your access and use of the Portal is subject to ongoing monitoring by Myer to ensure adherence to these terms. Myer authorised personnel may at any time access, monitor, review and record any data, information or communication developed, used, received, accessed, stored or transmitted through the Portal.
7. Modifications to Portal or Portal Content
We may change or discontinue the Portal or Portal Content (including by changing or removing features or functionality of the Portal or Portal Content) from time to time.
8. Termination
Without limiting any other rights in these terms, we may limit, suspend, or terminate your access to the Portal and all Portal Content at any time and for any reason upon notice to you, or if we determine:
• your use of the Portal or Portal Content, (a) poses a security risk to Myer, the Portal, the Portal Content, any Myer seller or customer, (b) may harm our systems or any Myer seller or customer, or (c) may subject us or any third party to liability; or
• you are using the Portal or the Portal Content for a fraudulent or illegal activity.
Upon any suspension or termination of your access to the Portal, you will immediately cease use of the Portal and all Portal Content. Upon any termination of your access to Portal Content, you will also immediately destroy any Portal Content that you may have in your possession. Upon any suspension or termination of your access to Portal, we may cancel your log in details.
Upon termination of these terms, all rights and obligations of the parties under these terms will terminate, except that Sections 3, 5, 8, 9, 10 and 11 will survive termination. Any terms that expressly survive according to the applicable Service Terms will also survive termination.
9. Disclaimer and Acknowledgement.
The Portal and any information or materials provided through the Portal by Myer including the Myer Information are provided "as is". We make no representations or warranties of any kind, whether express, implied, statutory, or otherwise regarding such materials, including any warranty that: (a) the Portal or Portal Content will be timely, secure, uninterrupted, error free, defect free or free of harmful components; or (b) that any software, data, text, audio, video, images, or other content you access, use, store, retrieve, or transmit in connection with the Portal, including your information, will be secure or not otherwise lost or damaged. Further to the fullest extent permissible by law, neither we nor any of our Affiliates or licensors will be responsible for any compensation, reimbursement, or damages arising in connection with: (a) the inability to use the Portal or Portal Content, including as a result of any termination or suspension of these terms or termination or suspension of your use of or access to the Portal or Portal Content ; or (b) any change to the nature, features, functions, scope, or operation of the Portal or any part thereof and any Portal Content from time to time, and you agree that neither we nor any of our Affiliates or licensors will be liable to you for any of the foregoing actions.
10. Limitation of Liability.
To the maximum extent permitted by law, Myer will not be liable (including in contract, tort (negligence), or otherwise) to you or any other person for any of the following arising from or relating to these terms or use of the Portal: (a) cost of cover, recovery, or recoupment of any investment made by you or your affiliates in connection with these terms; (b) loss of profit, revenue, business, or data; or (c) punitive, consequential, special or indirect damages.
11. Governing Law and Jurisdiction
The laws of Victoria govern these terms and any dispute of any sort that might arise between the parties. Each party consents to exclusive jurisdiction of the courts of Victoria.
12. Definitions
As used in these terms, the following terms have the following meanings:
"Affiliate" means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.
“Including” means including without limitation.
"Law" means any law, rule, regulation, order, license, permit, judgment, decision, or other requirement, now or in the future in effect, of any governmental authority (e.g., on a federal, state, territory or local government level, as applicable) of competent jurisdiction, and all references to applicable Laws include Australian Law.
"Myer Information" means any Portal Content and any Transaction Information provided or made available by Myer through the Portal or otherwise.
“Portal Content” means any information including reports and materials available through, featured on and in connection with the Portal excluding Your Information.
“Transaction Information” means with respect to Your Products sold by Myer or through a Myer channel, the transaction, sales, shipping and handling, gift wrap and other information about Your Products that Myer provides or makes available to you.
"Your Information" means all content, information about your products, data, materials, and other information provided or made available by you to Myer or its Affiliates or that you upload to the Portal, excluding any Transaction Information.
"Your Product" means any product or service that you offer to Myer or through Myer’s sales channels.
