Terms and Conditions

Pay Group International Pty Ltd
Sponsored Listings Terms and Conditions for Client Console

These Sponsored Listings Terms and Conditions (hereinafter "Terms"), entered into between you and Pay Group International Pty Ltd ("Pay Group International Pty Ltd") supersede and replace any prior terms and conditions entered into between you and Ikojo Pty Ltd relating to the subject matter hereof. These Terms shall govern your access to and use of the Client Console (as defined below). You acknowledge that the sponsored listings product shall only be purchased for commercial use and is not intended for personal or household use. By clicking the "I Agree" button, you agree that you are entering into this Agreement for commercial purposes only and you agree to and acknowledge all of your obligations under the Agreement, including, but not limited to, the following:

1. Definitions.

a. "Actual Click" means a user's click on your Listing and does not include promotional and test traffic originating with or generated by Pay Group International Pty Ltd, or fraudulently generated clicks, as determined by Pay Group International Pty Ltd in its sole discretion.

b. "Actual CPC" means the cost per click rate that will be used in billing you.

c. "Advertiser" or "You" means the entity or individual entered into the Agreement with Pay Group International Pty Ltd, and any agents, affiliates, contractors, officers, or employees of that entity or individual.

d. "Ikojo Pty Ltd Sites" means the websites owned or operated by Pay Group International Pty Ltd or its third party media service providers.

e. "Client Console" means the online user interface that allows you to purchase keyword targeted advertising and participate in the Sponsored Listings Program.

f. "Client Console Account" means the password-protected account through which you may access the Client Console, view your account activity, and purchase, view or update Listings.

g. "Cost per Click" or "CPC" means the cost per click charged to you when a user makes an Actual Click on your Listing as a result of Keyword Targeting.

h. "Keyword Targeting" means targeting traffic to your Listing through a Selected Keyword that will result in the display of your Listing to an end user and specifying a cost per click rate you are willing to pay for clicks delivered to your Listing through such Selected Keyword.

i. "Listing" means an advertisement, which may include text and a URL, for display on the Pay Group International Pty Ltd Sites in response to a search by an end user with respect to a Selected Keyword.

j. "Maximum CPC" means the maximum cost per click you are willing to pay for each click on your Listing as a result of Keyword Targeting, which must be greater than the Minimum CPC.

k. "Minimum CPC" means the minimum cost per click you must pay for each click on your Listing as a result of Keyword Targeting.

l. "Monthly Minimum Spend" means the minimum amount that must be deposited or maintained in your Client Console Account each month, which shall be equal to US $15.00; the amount of the Monthly Minimum Spend is subject to change at any time by Pay Group International Pty Ltd, at Pay Group International Pty Ltd's sole discretion.

m. "Selected Keyword" means a keyword that you have selected as well as certain misspelling, singular/plural combinations, and different word order combinations.

n. "Advertising Credit Expiry" is the Pay Group International Pty Ltd policy relating to the allocated time that Advertising Credits remain active in your account. Advertising Credits are active for 14 days from first deposit. All Credits remaining after 14 days, will become void & will no longer display in your account.

o. "Refund & Delivery Policy" is the Pay Group International Pty Ltd policy relating to the refund & delivery of products offered. Customers have a 24 hour period to request a refund on the depsots made via Credit Card. After that period, all deposits will stand, and the service will be delivered as expected. Delivery of Advertising will occur over a 14 day period. All Advertising credits will always be delivered in a timely manner over the 14 day period. Any questions relating to Refund & Delivery policy can be forwarded to info@ikojo.com.

p. "Currency" relates to the currency to be used to deposit, and the currency of your online advertising account. All currencies will be in AUD - Australian Dollars.

2. Applicable Policies. Your use of the Sponsored Listings Program ("Program") is subject to the Program Guidelines and all applicable policies of Pay Group International Pty Ltd and its Partners, including but not limited to the Privacy Policy, the Pay Group International Pty Ltd Terms of Service, the Copyright and Trademark Notices/Copyright Claims policy, and the Downloadable Software Guidelines. Those policies may be modified in Pay Group International Pty Ltd's sole discretion. You should consult those policies, at the locations indicated, at reasonable intervals to ascertain any changes that may affect you.

3. Description of the Client Console. You may access and participate in the Sponsored Listings Program online through the Client Console. Pay Group International Pty Ltd provides you with access to and use of the Client Console subject to the Agreement, including these Terms. In order to gain access to the Client Console, you must qualify for and create a Client Console Account as described in Section 4 hereof. Once you gain access to the Client Console, you may designate a CPC rate for clicks delivered through Keyword Targeting to your Listing(s) on the Pay Group International Pty Ltd Sites. After you have designated a CPC, the Client Console will allow you to provide a Listing to display on the Pay Group International Pty Ltd Sites in response to the Selected Keyword.

4. Client Console Account and Budgets.

1. Creating a Client Console Account. In order to create and maintain an active account with the Client Console, you must provide a valid MasterCard or VISA credit card for your Client Console Account, along with such other information as may be required during the registration process, and deposit an amount equal to or greater than the Minimum Spend into your Client Console Account each 14 day period. You also will be asked to create a password for your Client Console Account.
2. Use of Client Console Account. You are solely responsible for controlling access to your password-protected Client Console Account and will be required to pay for any fees or charges incurred as a result of any listings placed or charges made through your Client Console Account. You represent and warrant that all information you provide to Pay Group International Pty Ltd in connection with your use of the Client Console is accurate and up-to-date. You shall not generate, and shall not authorize any third party to generate, fraudulent or otherwise invalid clicks and impressions, advertise any illegal item, product or service or engage in any illegal or fraudulent business practice in any state of the United States or country where your Listing is displayed. Pay Group International Pty Ltd assumes no liability for any errors in the information reported in your Client Console Account.
3. Changes to the Client Console. Pay Group International Pty Ltd may modify or update the Client Console, the Terms, the Agreement, and the CPC rates at any time and without notice.

5. Placement, Distribution and Ranking of Your Listing(s). Pay Group International Pty Ltd and its third party media service providers will determine the specific placement of your Listing(s), which may vary across the Pay Group International Pty Ltd Sites. Placement of your Listing(s) on the Pay Group International Pty Ltd Sites and ranking of each of your Listing(s) shall be determined by a combination of the following factors: (i) your Maximum CPC for the Selected Keyword and (ii) the click volume a Listing has received in comparison to the Listings of other advertisers selecting the same keyword. The CPC rate for a Selected Keyword will fluctuate due to advertisers continuously submitting CPC rates for such Selected Keyword, and, as a result, so will the placement and ranking of your listing. You acknowledge and agree that Pay Group International Pty Ltd does not guarantee that your Listing will be displayed in the Sponsored Results in response to a search for your Selected Keyword, and that Pay Group International Pty Ltd disclaims any warranty regarding the location and/or prominence of your Listing(s) on the Pay Group International Pty Ltd Sites. Pay Group International Pty Ltd and its third party media service providers reserve the right to suspend or terminate the promotion of your Listing(s) in their sole discretion, at any time and for any reason, without liability.

6. Selection of Keywords. You are solely responsible for choosing your Selected Keyword and ensuring that your Selected Keyword does not violate any third party's trademarks or other intellectual property rights. You will be required to select a Maximum CPC for each Selected Keyword

7. Minimum CPC. You agree and acknowledge that the Minimum CPC is a fluctuating rate and is based on the other CPC rates entered by other advertisers selecting the same keyword. In order to submit your Listing for distribution on the Pay Group International Pty Ltd Sites in response to a Selected Keyword, you must enter a CPC greater than or equal to the Minimum CPC at the time of submission.

8. Maximum CPC. When you choose a CPC rate for a Selected Keyword that will result in the display of your Listing, you will be asked to choose an amount greater than or equal to the Minimum CPC called the "Maximum CPC." A Maximum CPC must be specified for each Selected Keyword, or alternatively, you may specify a Maximum CPC for all Selected Keywords in an advertising campaign. If you specify a Maximum CPC for your advertising campaign, the Maximum CPC chosen for the entire advertising campaign must be greater than or equal to the Minimum CPC for each Selected Keyword in such advertising campaign. The Maximum CPC represents the maximum you are willing to pay for clicks to your Listing as a result of Keyword Targeting. Pay Group International Pty Ltd will automatically submit CPC rates for you against the CPC rates of other advertisers selecting the same keyword until your Maximum CPC rate is reached.

9. Actual CPC. The Actual CPC is the rate that will be used in billing you. Pay Group International Pty Ltd will automatically reduce your Maximum CPC so that the Actual CPC you are charged is one cent (US $0.01) higher than the minimum cost per click necessary to keep your position on the page.

10. Fluctuating Rates. The Minimum CPC for a Selected Keyword will constantly fluctuate due to other advertisers submitting CPC rates for the same Selected Keyword, and therefore, the Actual CPC will also fluctuate. The CPC rate you submit along with the volume of clicks on your Listing will determine the placement and ranking of your Listing on the Pay Group International Pty Ltd Sites.

11. Advertiser Responsibilities. You are solely responsible for any content you select or provide in connection with the Program, including keywords, target language, descriptive text, misspellings, singular/plural combinations and URLs. Your responsibility for such content includes, but is not limited to, ensuring that your use of such content is authorized, not violative of any intellectual property rights and otherwise lawful. You also represent and warrant that all websites and other content that may be directly reached by users who select your advertisement provided by means of the Program, including material on any website subject to your control and any material to which a website subject to your control provides hyperlinks or other information location tools, is lawful and neither constitutes, nor encourages, violation of any law of the United States, its political subdivisions or any other country and does not include obscenity, child pornography or defamatory content. You also are solely responsible for the security of passwords you select or are assigned in connection with the Program.

12. Ikojo Pty Ltd's License in Submitted Material. By submitting material to Pay Group International Pty Ltd or causing such material to be submitted to Pay Group International Pty Ltd on your behalf, or by approving such material, you grant Pay Group International Pty Ltd a non-exclusive, royalty-free, worldwide license to use, reproduce, market, publish, perform, distribute, and transmit that material, including any logos and trademarks or service marks contained therein for the purposes contemplated herein.
13. Reporting, Payment and Payment Liability.

1. Pay Group Iinternational Pty Ltd reports the number of clicks generated from your Listing(s) according to the logs on its servers. Pay Group International Pty Ltd shall make a report of the number of clicks generated by each Listing and the average CPC charged for clicks on such Listing each day available to you on a daily basis. You may access your daily report through your password-protected Client Console account. Pay Group International Pty Ltd's calculations of the clicks generated by your Listing(s) shall be final and binding.
2. You will be charged for all Actual Clicks on your Listing(s) in AUD. Dollars. You are responsible for paying all associated taxes and withholdings, and other governmental fees and assessments.
3. You are responsible for all charges incurred in connection with your Client Console Account. In the event full payment of those charges is not made by means of the MasterCard or VISA credit card you designated pursuant to paragraph 4, you will promptly pay all such outstanding amounts to Pay Group International Pty Ltd. If you fail to make timely payment, display of your Listing(s) may be suspended, you may be subject to the maximum interest charge available at law, and you shall pay the reasonable cost, including collection, court costs and attorneys' fees, incurred by Pay Group International Pty Ltd in collecting the amounts due. Pay Group International Pty Ltd may, in addition to other remedies available to it for non-payment, immediately remove your Listing(s) from the Program and/or terminate this Agreement. If you elect to suspend your Listing(s) prior to the scheduled end date, or if Pay Group International Pty Ltd removes your Listing(s) or terminates this Agreement for your nonpayment or other material breach, you will remain liable for all fees due under a campaign or this Agreement.
4. You are responsible for all costs you incur in connection with this Agreement, including, without limitation, expenses connected with the creation, updating and management of your Listing(s), and establishing and maintaining links between your Listing(s) and web sites and other materials to which those Listing(s) are directly or indirectly linked.
5. Any claim or dispute you may have with respect to any charge to your Client Console Account must be submitted in writing to Pay Group International Pty Ltd within sixty (60) days of such charge to your Client Console Account or such claim or dispute shall be waived and such charge shall be final and not subject to challenge. For all refund requests, use the "Pay Group International Pty Ltd Customer Service" form linked to the "Help" section of the Client Console and allow up to ninety (90) days for the processing of your refund request.

14. Monthly Maximum Budget. You may set a Monthly Maximum Budget for each advertising campaign submitted to Pay Group International Pty Ltd, which shall be greater than or equal to the Monthly Minimum Spend. The Monthly Maximum Budget is the maximum amount you will be charged each month for clicks on your Listing(s) generated by searches using the Selected Keyword. You will be charged the Actual CPC rate for your Listing(s) multiplied by the number of clicks on such Listing(s) by end users. Once the Monthly Maximum Budget you have established for an advertising campaign is reached, your Listing(s) will be suspended from the Pay Group International Pty Ltd Sites and cease to generate clicks for the remainder of that month or until you increase your Monthly Maximum Budget.

15. Cancellation and Termination.

1. You may cancel any or all of your Listings upon twenty-four (24) hours notice to Ikojo Pty Ltd. Your Listing(s) will be promptly suspended from appearing on the Ikojo Pty Ltd Sites and you will be responsible for paying for all clicks on your Listing(s) until such Listing(s) have been removed from the Ikojo Pty Ltd Sites. If you terminate your participation in the Program mid-month, the cancellation will be effective immediately, but you still will be responsible for Actual Clicks on your Listing(s) through the time of termination. If you are dissatisfied with the Program or with any of the provisions of these Terms, your sole and exclusive remedy shall be to terminate your Listing(s).
2. Pay Group International Pty Ltd may suspend or cancel any or all of your Listing(s) or your use of any Selected Keyword(s) at any time, in its sole discretion. All decisions with respect to cancellation by Pay Group International Pty Ltd shall be final, and neither Pay Group International Pty Ltd nor any of its subsidiaries, affiliates or third party media service providers shall have any liability with respect to such decisions.
3. You must submit any claims or disputes you may have with respect to any charges to your account to Pay Group International Pty Ltd in writing within sixty (60) days of such charges or such claims or disputes will be waived and such charges will be final and not subject to challenge. If you fail to make payment for amounts due, you will be responsible for all reasonable expenses, including reasonable attorneys' fees and expenses incurred by Pay Group International Pty Ltd for the collection of such amounts.
4. Sections 2, 4, 6, 11, 13, 15, 16, 17, 19, 20, 21, 23, 24 and 25, together with any outstanding payment obligation, shall survive the termination or cancellation of this Agreement.

16. Confidential Information. "Confidential Information" means any information disclosed or provided to you by Pay Group International Pty Ltd, in writing, orally or by means of tangible objects. You shall not disclose, sell, license, transfer, or otherwise make available such Confidential Information, in any form, to any person or entity other than employees and agents who have a bona fide need for such information in performance of their documents, subject to their execution of written confidentiality agreements no less restrictive than the terms of this Agreement. If you believe you are required by law or legitimate business need to disclose such Confidential Information, you must give Pay Group International Pty Ltd prompt written notice of such belief and permit Pay Group International Pty Ltd a reasonable time in which to respond, including adequate time for Pay Group International Pty Ltd to resist disclosure or acquire appropriate protective orders. In any case, any voluntary disclosure you make of Confidential Information shall include no more such information than necessary to serve the legal requirement or business purpose in response to which that Confidential Information is disclosed. All Confidential Information remains the property of Pay Group International Pty Ltd and shall be surrendered to Pay Group International Pty Ltd, including any media in which that Confidential Information is stored or maintained, upon the termination of your account or at any other time requested by Pay Group International Pty Ltd.

17. Electronic Signatures. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SERVICES PROVIDED BY PAY GROUP INTERNATIONAL PTY LTD.  Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.

18. Rights with Respect to Advertiser Content. You acknowledge and agree that (i) Pay Group International Pty Ltd has no responsibility to review the Listing(s) or content provided or produced by you, (ii) Pay Group International Pty Ltd is not a publisher of the Listing(s) or content provided or produced by you and that Ikojo Pty Ltd simply facilitates the placement of the Listing(s) or content using its proprietary technology, and (iii) Listing(s) or content placed on the Pay Group International Pty Ltd Sites shall be subject to terms and conditions as may be imposed by third party media service providers or Pay Group International Pty Ltd. You further acknowledge that Pay Group International Pty Ltd and/or its third party media service providers have the right to unilaterally remove or reject Listing(s) and/or content provided by you for any reason or no reason without notice or liability.

19. Indemnification. You agree to indemnify Pay Group International Pty Ltd, its agents, affiliates and licensors, and any of their officers, directors, partners, licensors, consultants, contractors, agents, attorneys, employees, and service providers for any claim or liability arising out of your use of the Program. Such claims and liabilities include, but are not limited to, those alleging that the selection or assignment of keywords, or any other aspect of your participation in the Program, infringes any U.S. or international intellectual property rights in patent, copyright, trademark, trade secret or otherwise. Such claims also include, but are not limited to, allegations of obscene, defamatory, or otherwise harmful or unlawful content. This indemnification includes, without limitation, the cost of defending any claims and the payment of any settlements, damages, costs of litigation and attorneys' fees attributable to your use of the Program.

20. Representations and Warranties. You represent and warrant at all times that (i) you are 18 years of age or older, (ii) you have provided and will continue to provide Pay Group International Pty Ltd with true, complete, current and accurate information, (iii) you are participating in the Sponsored Listings Program and entering into these Terms for commercial purposes only and not for personal or household use, (iv) you agree to be bound by these Terms, (v) you have all necessary rights and authority to enter into these Terms, to perform the acts required hereunder and grant the licenses granted hereunder, (vi) your execution of these Terms, and your performance of your obligations and duties hereunder, do not and will not violate any agreement to which you are a party or by which it is otherwise bound, (vii) your acceptance of these Terms constitutes your legal, valid and binding obligation and is enforceable against you in accordance with its terms, (viii) you possess all necessary authorizations, approvals, consents, licenses, permits, certificates, permissions and other rights to display your website and the Listing(s), (ix) the keywords that are used for your Listing(s) do not violate the trademark or other intellectual property rights of any third parties, and (x) the Listing(s) and the products and/or services and software offered on your website, including without limitation, the text, images, video, audio, other data promotions, URLs, links, pointers, products, services and software, the use and display thereof, and the content linked to from such Advertisements will not: (a) infringe or violate the patents, copyrights, trademarks, rights of publicity, rights of privacy, moral rights, music performance or other music-related rights, or any other right of any third party, (b) be misrepresentative, libelous, defamatory, obscene, or otherwise inappropriate, (c) violate any applicable law or regulation, or (d) advertise any unlawful product or service or the unlawful sale of any product or service.

21. Use of Data/Privacy.

1. You agree that Pay Group International Pty Ltd may use the information about you that is on its servers and any information submitted by you in the aggregate form for general reporting, including the compilation of aggregate statistics, for scheduling and optimization of delivery across all campaigns, for analytical and marketing purposes, and to comply with the demands of any court order, law or governmental agency. Pay Group International Pty Ltd is under no obligation to maintain the confidentiality of your Maximum CPC and may disclose it to other advertisers.
2. You shall comply with all applicable privacy laws and regulations. You further agree to post conspicuously on your website(s), a privacy policy that at a minimum (i) describes how you collect, use, store and disclose information obtained from visitors to your websites, and (ii) instructs visitors how to opt-out of the collection of such information. You represent and warrant that engaging the services provided by Pay Group International Pty Ltd pursuant to these Terms does not violate your privacy statement.

22. Notices. Pay Group International Pty Ltd may post general notices to Advertisers on any of the Pay Group International Pty Ltd Sites. Pay Group International Pty Ltd may also give notice to you via electronic mail sent to the email address provided by you to Pay Group International Pty Ltd. You are solely responsible for the accuracy of all contact information provided by you to Pay Group International Pty Ltd as well as updating your contact information with Pay Group International Pty Ltd. All notices from you to Pay Group International Pty Ltd under these Terms shall be in writing and delivered by personal service, confirmed fax, express courier or certified mail, return receipt requested, to the following address:

18 Roswell St
Glen Waverley
Victoria
Melbourne
Australia
3150

23. Disclaimer and Limitation of Liability. Pay Group International Pty Ltd disclaims all warranties, express or implied, including, but not limited to, warranties for noninfringement, merchantability and fitness for any purpose. Except for indemnification amounts payable under the indemnification provisions of this Agreement and any breaches of your obligations of this Agreement or any applicable policies of Pay Group International Pty Ltd, NEITHER PARTY WILL BE LIABLE FOR CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE OR OTHER DAMAGES ARISING OUT OF OR RELATED TO THE PROGRAM OR THIS AGREEMENT, EVEN IF SUCH DAMAGES ARE FORSEEABLE AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Pay Group International Pty Ltd shall not be liable for any harmful communications or material attributable to any of its third party media providers' web sites, web pages or any links therefrom, nor shall Pay Group International Pty Ltd be liable for any unavailability or inoperability of the Internet or any computer network, or for any corruption or loss of, or unauthorized access to, any information from whatever source.

24. Choice of Law. This Agreement will be governed by and interpreted in accordance with the laws of the State of Victoria, Australia, without reference to conflicts of laws principles. Jurisdiction and venue for all disputes arising under this Agreement will be in Supreme Court of Victoria, and you and Pay Group International Pty Ltd expressly agree to such jurisdiction and venue.

25. Miscellaneous.

1. These Terms supersede all previous and contemporaneous agreements, proposals and communications, whether written or oral, between you and Pay Group International Pty Ltd regarding the subject matter hereof.
2. Except as provided herein, no failure of either party to enforce any of its rights under these Terms will act as a waiver of such rights.
3. If one or more provisions of these Terms are held to be unenforceable under applicable law, then such provision(s) shall be excluded from these Terms, and the balance of these Terms shall be enforceable in accordance with its terms.
4. Headings and captions are for convenience only and are not to be used in the interpretation of these Terms.
5. Pay Group International Pty Ltd shall not be liable for any delay or failure to perform any of its obligations set forth in these Terms due to causes beyond its reasonable control.
6. You and Pay Group International Pty Ltd shall each act as independent contractors. Nothing in these Terms shall be deemed or create or construed as creating a joint venture or partnership between the parties.

These Terms were last updated on February 21, 2008.