Terms of Service

Terms and conditions of Use of the Network

Welcome to Pamoja Media, an online advertising sale and management service (the "Service"). An Advertiser places a text, image or rich media advertisement ("Advertisement") via the Service into an Ad Space that is displayed on one or more Web Sites ("Site(s)"). This Ad Space is managed by the web site publisher (the "Publisher"). The Service is run by Pamoja Media, Inc. (3329 Blue Springs Station, Kennesaw, GA 30144, USA) in association with Adify Corporation (1100 Grundy Lane, Suite 300, San Bruno, CA 94066, USA), their subsidiaries, third party contractors and licensees (together, the "Service Provider"). Advertisements are viewed by individuals ("Viewers"), who access Advertisements via the World Wide Web.

The Service enables a Publisher and an Advertiser to create, execute, and manage online advertising transactions. Service Provider is not involved in the actual transaction between an Advertiser and a Publisher, is not the agent of, and has no authority for or control over either party for any purpose. Any Publisher who uses the Service to sell and/or manage Advertisements, and any Advertiser who uses the Service to buy and/or manage Advertisements must accept the Terms and Conditions of this Agreement in full. By registering for and using the Service, you agree to be bound by all terms and conditions of this Agreement.

Service Provider reserves the right to change any of the terms and conditions contained in this Agreement or any policies or guidelines governing the Service, at any time and in its sole and absolute discretion. Any changes will be effective upon posting of the revisions at Terms and Conditions. You are responsible for reviewing any applicable changes. Changes may be posted without notice to you. Your continued use of the Service following Service Provider's posting of any changes will constitute your acceptance of such changes or modifications.

Detailed Guidelines and FAQs (the "Guidelines") cover the specific use of the Service, and can be found at Guidelines And FAQs. The Guidelines, as they may be modified from time to time, are incorporated herein by reference, and have the same force and effect as if they were fully part of this Agreement.

1. General Terms – Publisher

1.1 Your relationship to Service Provider is one of an independent contractor and/or customer. No employer-employee, agency, joint venture, franchise, sales representative or partnership relationship is created by this Agreement or by your use of the Service.

1.2 You are solely responsible for the wording, customization, and accuracy of the Site Content in which your Ad Spaces appear, and for all materials and content related to the sale of advertising in your Ad Spaces including, but not limited to:

(a) the creation of Ad Space descriptions and logos; (b) the placement of Ad Space JavaScript into the relevant Site(s); (c) the acceptance or rejection of Advertisements submitted to your Ad Spaces; (d) the accuracy and appropriateness of materials you post on your Site(s); (e) ensuring that content published on your Site(s) does not violate or infringe upon the rights of any third party; are not in Service Provider's sole estimation defamatory, obscene, threatening, libelous, abusive, hateful, or otherwise illegal.

1.3 Publisher agrees to refrain from using any device, software, or routine to interfere or attempt to interfere with the proper working of the Service or any activities conducted on Service Provider's servers. Publisher agrees not to take any action that imposes an unreasonable or disproportionately large load on the Service infrastructure. Publisher agrees not to impede or interfere with others' use of the Service. Publisher further agrees not to alter or tamper with any information or materials on or associated with the Service.

1.4 Publisher shall provide Service Provider with accurate, complete, and updated registration information. Service Provider reserves the right to refuse any application at its sole discretion.

1.5 Publisher may not select or use a user name or Ad Space name with the intent to impersonate another person, company or entity, nor use a name subject to the rights, including intellectual property rights, of any person other than Publisher without written authorization, nor use a user name that Service Provider, in its sole discretion, deems offensive.

1.6 Publisher will not send unsolicited e-mail ("spam") to attract Viewers or Advertisers to any Ad Space or to any Advertisements.

1.7 In accordance with the Publisher Guidelines, if the Publisher has provided Service Provider with redirect code, then the Publisher will have the right to approve or reject each submitted Advertisement, or to set one or more default "permissions" for the acceptance or rejection of Advertisements. If the Publisher has not provided redirect code, then Service Provider reserves the right to set default permissions for the Publisher. Service Provider reserves the right to approve on Publisher's behalf any pending Advertisement after 4 days of the Advertisement's submission by Advertiser. Advertiser may cancel pending Advertisements. No payment is due to Publisher on cancelled or rejected ads, regardless of the time and method of rejection or cancellation.

1.8 Publisher acknowledges that Service Provider may establish general practices and limits concerning use of the Service, including without limitation the maximum number and type(s) of Advertisements that can be placed into an Ad Space or into a web page, the maximum disk space that will be allocated on Service Provider's servers on Publisher's behalf, the maximum number of times (and the maximum duration for which) Publisher may access the Service in a given period of time, and the minimum traffic and response rates generated with respect to Publisher's Site(s) and Ad Spaces.

1.9 For the mutual protection of Publishers and Service Provider, Publisher's relationship with Advertisers is governed this Agreement. This Agreement constitutes Publisher's entire agreement with Advertisers and the Service Provider.

1.10 Publisher is responsible for setting the advertising rates for placing Advertisements into Ad Spaces. Service Provider reserves the right to grant any Advertiser discounts at any percentage of the buy spend. Publisher shall be entitled to an agreed share of Net Revenue. Net Revenue means revenue received from Advertisers in relation to Advertisements booked on Publisher's Ad Space less Advertiser/ agency discounts, payments to Adify and any applicable duties or taxes.

1.11 As described in the Publisher Guidelines, Service Provider handles payment for Advertisements submitted and provides Publishers with an online summary of the activity on their Ad Spaces. Net Revenue shall be calculated solely based on records maintained by Service Provider. No other measurements or statistics of any kind shall be accepted by Service Provider or have any effect under this Agreement.

1.12 Publisher agrees to pay any applicable charges under this Agreement, including any applicable taxes or charges imposed by any government entity, including but not limited to personal income tax, social security and/or welfare obligations, sales tax, Value Added Tax (VAT), and use tax if applicable.

1.13 Service Provider will pay Publisher by check, via money transfer service (electronic or online), or via credit card. Accrued credits of $100.00 or above during any month shall be paid on a net 60 upon completion of the month, provided that payment from Advertiser has been received by Service Provider. If accrued credits payable to you for any month are less than $100.00, Service Provider will carry your balance over to the next month. If this Agreement is terminated by Service Provider or you, Service Provider will pay you the balance of your earnings within ninety (90) days after termination of the Agreement.

1.14 Service Provider will send payment to your postal address via US mail. If you do not cash or deposit your check within its expiry period, you forfeit the entire amount and the payment is cancelled.

2. General Terms – Advertiser

2.1 Advertiser shall be liable for all charges that accrue based on the Advertisements and other services actually purchased. All prices and charges listed by Publisher/Service Provider or entered by Advertiser (including, but not limited to, Maximum Bid, Daily Budget, etc.) are exclusive of Value Added Tax (VAT) unless stated otherwise. Advertiser agrees to pay all applicable charges under this Agreement, including VAT and any other applicable taxes or charges imposed by any government entity. Service Provider provides tracking tools, and in the event of any dispute in the running of an ad, the number of impressions, click-through or transaction on any Advertisement, Advertiser hereby agrees that the tracking metrics provided by Service Provider shall be the official tracking metrics for resolving the dispute.

2.2 Publisher and Service Provider reserve the right to, and in their sole discretion may, at any time review, reject, or remove any Advertisement. The sole liability of Publisher and Service Provider to Advertiser for removal of any Advertisement is limited to a refund of any fees paid for Advertisements that have not yet run, if any. Notwithstanding the foregoing, Publisher cannot remove an Advertisement that was purchased on a sponsorship basis and still has time to run unless it is in breach of these terms and conditions.

2.3 Payments are to be made via PayPal, with credit card, or, upon special arrangement, by check or wire transfer to the account designated by Service Provider. If an Advertisement is not accepted, Service Provider shall return the fee paid upon submission of the Advertisement to Advertiser via either 1) the PayPal system to the PayPal account Advertiser used for payment, or 2) by refunding the credit card purchase, or 3) by mailing Advertiser a check to the postal address registered with Service Provider via the appropriate Service Provider form, if the ad was paid for by check or wire transfer. Any check not cashed within its expiry period will be forfeited and the payment is cancelled. Other than as specifically described above, all fees paid for Advertisements are non-refundable.

2.4 Advertiser may not use the Service in order to transmit, distribute, store or destroy material, including without limitation material or content, (a) in violation of any applicable law or regulation, (b) in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others, including any information that personally identifies any consumer, or (c) that is defamatory, obscene, threatening, libellous, abusive, hateful or otherwise illegal, or (d) any personal data. Service Provider reserves the right to restrict, suspend, or terminate Advertiser's access to all or any part of the Service at any time, for any or no reason, with or without prior notice, and without liability.

2.5 Advertiser agrees not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any activities conducted on Service Provider's servers. Advertiser agrees not to take any action that imposes an unreasonable or disproportionately large load on the Service's hardware, bandwidth or software. Advertiser agrees not to impede or interfere with others' use of the Service. Advertiser further agrees not to alter or tamper with any information or materials on or associated with the Service.

2.6 By submitting an Advertisement to the Service, the Advertiser grants Service Provider the right to reproduce, publish, display and distribute, without additional charge, the Advertisement on any of the Service Provider sites or in any Service Provider collateral materials, including but not limited to www.adify.com. In addition, Advertiser hereby agrees that Publisher and Application Provider may display the Advertisements, free of charge, on other sites maintained by Publisher or by Service Provider. If you wish to opt out from providing Service Provider such additional rights, please contact Service Provider by sending an email to help@adify.com

2.7 Advertiser hereby represents and warrants that Advertiser is authorized to publish Advertisements and further represents, that the contents are not unlawful, do not infringe the rights of any person or entity and that the Advertiser has obtained all necessary permission or releases to display the Advertisement.

2.8 Advertiser further represents and warrants that any Web Site linked to Advertiser's Advertisement(s) complies with all laws and regulations in any state or country where the Advertisement is displayed and is not false, misleading, defamatory, obscene, libellous, slanderous, threatening, abusive, hateful or otherwise illegal.

2.9 Advertiser hereby grants Publisher, Service Provider and their agents the right to publish the Advertisement.

3. Intellectual Property

3.1 All Advertisements uploaded to the Service by Advertiser including, without limitation, all intellectual property rights in the same, shall remain Advertiser's sole and exclusive property.

3.2 All Publisher content uploaded to the Service ("Publisher Content") including, without limitation, all intellectual property rights in the same, shall remain Publisher's sole and exclusive property. Notwithstanding the foregoing, Publisher hereby grants Service Provider (and, including without limitation, Service Provider's content and syndication partners) a non-exclusive, royalty-free, worldwide license to use Publisher Content for the purpose of promoting the sale of Advertisements on Publisher's Web Site(s), and for other legitimate Service Provider purposes. In addition, Service Provider may retain and use for its own purposes any Publisher Content Service Provider aggregates (i.e., renders in a form such that no Publisher Content is attributable to a specific Publisher), and share such information about Publishers with advertisers and business partners, including syndication partners, sponsors, and other third parties.

3.3 All software, equipment, data, information and materials, developed or provided by Service Provider or its suppliers under this Agreement or used by Service Provider to provide the Service, including all intellectual property rights in the same, shall remain the sole and exclusive property of Service Provider or its suppliers, as the case may be.

4. Liability/Warranties/Indemnification

4.1 The Publisher and Advertiser shall each indemnify Service Provider with respect to all liability, losses, damages, costs or expenses howsoever caused, arising out of, or in connection with a breach of your obligations under this Agreement.

4.2 The Publisher and Advertiser each acknowledge that they are using the service at their own risk. The Service is provided "as is", and Service Provider and its affiliates hereby expressly disclaim any and all warranties, express and implied, including but not limited to any warranties of accuracy, reliability, title, merchantability, non-infringement, fitness for a particular purpose or any other warranty, condition, guarantee or representation, whether oral, in writing or in electronic form, including but not limited to the accuracy or completeness of any information contained therein or provided by the service. Service Provider, its affiliates and its third party service providers do not represent or warrant that access to the Service will be uninterrupted or that there will be no failures, errors or omissions or loss of transmitted information, or that no viruses will be transmitted on the Service.

4.3 No advice or information, whether oral or written, obtained from the Service Provider through or from the Service shall create any warranty not expressly stated in this Agreement.

4.4 Service Provider shall not be liable to Publisher or Advertiser for any direct, indirect, special or consequential damages allegedly sustained arising out of this Agreement, Publisher's access to or inability to access the Service, including for viruses alleged to have been obtained from the Service, your use of or reliance on the Service or any of the information or materials available on the Service, regardless of the type of claim or the nature of the cause of action, even if advised of the possibility of such damages. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties.

4.5 The aggregate liability for Service Provider to Publisher for all claims arising from the use of the Service is limited to the net proceeds to Service Provider from the Advertising sales Publisher's Ad Spaces generated during the previous calendar month.

4.6 Service Provider is not responsible for the content of the Advertisements managed under the Service. Service Provider does not review Advertisements before they are displayed, and does not verify, endorse, or otherwise take responsibility for the contents of any Advertisements. Service Provider reserves the right to remove from its servers any Advertisement or Publisher Content which it determines to be in violation of its rules and guidelines.

4.7 Publisher and Advertiser are each responsible for all usage or activity on their account management tools, including use of the account by any third party authorized to use their user name and password. Publisher and Advertiser are each advised to maintain the confidentiality of their account management password and are responsible for ensuring that the account is exited at the end of each session.

5. Termination

5.1 Service Provider reserves the right to terminate Publisher or Advertiser's use of the Service and remove your Ad Space or your Advertisement from the Service without notice for any reason, or for no reason.

5.2 A Publisher may terminate this Agreement for any reason, or for no reason, by sending an e-mail to terminate@adify.com Termination will take effect 2 months after receipt of your email. Notwithstanding the foregoing, a Publisher cannot terminate this Agreement if it has any outstanding Sponsorship Advertisements running in its Ad Spaces, or if it purchased Sponsorship that is active. If a Publisher discontinues or suspends Ad Space into which Sponsorship Advertisements have been displayed, the Publisher agrees to reimburse all such Advertisers the total amount of their Sponsorship purchase.

5.3 On termination, the Publisher shall remove its Ad Space from its Site(s) and stop all current and pending advertising purchases.

6. Miscellaneous

6.1 This Agreement shall be governed in all respects by the laws of England and the parties agree to submit to the exclusive jurisdiction of the English courts. If any provision of these Terms & Conditions are held by a court of competent jurisdiction to be illegal or unenforceable under applicable law, that provision shall be limited or eliminated to the minimum extent necessary under such law so that these Terms & Conditions shall otherwise remain in full force and effect and enforceable.

6.2 This Agreement constitutes the entire agreement between the Publisher, the Advertiser and Service Provider with respect to the subject matter hereof and there are no representations, understandings, or agreements that are not fully expressed in this Agreement.

6.3 You must be at least 16 years of age to use the Service.