adMingle is a targeted online advertising system operating over social media. adMingle is represented in South Africa by R-Squared Digital South Africa Proprietary Limited (adMingle SA).
Social media users registered in the adMingle system via http://www.admingle.co.za (Publishers) may generate income by publishing advertisements or campaign messages on behalf of third party brand owners (Advertisers) through their social media accounts.
“We” or “us” refers to adMingle and/or adMingle SA. Party refers either you or to us individually and Parties refers to you and us collectively.
1 adMingle system and registration
1.2 If you are under the age of 18, we require the consent of your parent or legal guardian in order to validate your adMingle account. Please print the consent form, ask your parent or legal guardian to complete and sign it and email the completed and signed form to us at email@example.com.
1.3 You will receive a unique username and password to access your adMingle account. You are responsible for the security of your username and password. We recommend that you do not disclose these details to any third parties. If you choose to share this or any other information with third parties to provide you with additional services, we recommend that you review those third parties' privacy and security policies.
1.4 When registering as a Publisher, you will be asked to nominate the social media accounts on which you want to publish advertisements. We will approve one or more of these accounts in our sole discretion and notify you of which accounts have been approved. On confirmation by you, approved accounts will be linked to the adMingle system (Linked Accounts). You may delink these accounts at any time on your adMingle account.
1.5 We will only access your Linked Accounts in order to monitor advertisements of campaigns in which you choose to participate. We will not post any other content or links, nor will we be able to access your profile, contacts or other content or applications on your Linked Accounts which are not publically available.
2 Campaigns and advertisements
2.1 We will present you with advertising campaigns (Campaigns) from time to time. The terms of all Campaigns and content of all advertisements will be determined by us and the Advertisers in our sole discretion. The terms and content may be changed at any time without prior notice to you.
2.2 By logging into your adMingle account, you will be able to view the available Campaigns. Each Campaign will include the following information:
(1) the advertisement to be published on Linked Accounts;
(2) any trademarks applicable to the advertisement;
(3) the advertisement copy (text);
(4) whether the advertisement will include a link to the Advertiser’s website;
(5) the period of the Campaign; and
(6) the fee per view, click, lead, acquisition and/or download (Hit), if any, which you will earn if you choose to participate in the Campaign (Fee); and
(7) the maximum number of Hits (if applicable).
2.3 If you indicate a choice to participate in a Campaign and we approve your participation, we will authorise you to publish the Advertisement and associated links on your Linked Accounts on the date requested by the Advertiser. Approval will be given or withheld in our sole discretion, including where the maximum number of Publishers for a particular Campaign has been approved.
2.4 We may offer participation in identified social responsibility Campaigns, for which no Fees will be earned. You are not obliged to participate in social responsibility Campaigns.
3 Fees and payment
3.1 You will earn the applicable Fee for each view and/or click that a published Advertisement receives on each Linked Account during the period of the Campaign, up to the maximum number of Hits.
3.2 You will not earn any Fees for:
(1) an Advertisement which does not receive any Hits;
(2) any Hits received above the maximum or after the Campaign has ended;
(3) more than one Hit received from the same IP address (only the first Hit from an IP address will be counted); or
(4) Hits received from blocked domain names, blocked IP addresses or any domain names or IP addresses not registered in South Africa.
3.3 We will notify you by email when the maximum number of Hits is close to being reached and again when it has been reached. At the end of the Campaign period, we will determine the number of Hits received for each advertisement and calculate the Fees accrued to you for that Campaign.
3.4 You accept that our records, (including Campaign contents, approval information, data related to the Campaign features and duration, e-mail correspondence, internet traffic information and access records) as the exclusive evidence of your participation in a Campaign. A pro-forma certificate issued by us will form prima facie proof of the amount of Fees accrued to you.
3.5 Accrued Fees will be credited to your adMingle account. All Fees include value-added tax and other duties unless otherwise specified.
3.6 You may request the transfer of accrued Fees of R100 or above to your nominated bank account or Paypal account. Subject to clause 3.7, we will transfer this amount within 15 business days of receipt of your request.
3.7 You are responsible for providing and thereafter updating your account and contact details on your adMingle account. We may attempt to confirm your account details by SMS, email or telephone before making payment to you. If we are not reasonably satisfied with the confirmation received or the account details provided, we may withhold payment until receipt of such confirmation.
3.8 We are not liable for any costs incurred in relation to your accounts, payment delays or payments not received due to incorrect account details having been provided by you.
3.9 Accrued Fees will be forfeited if they remain below R100 for 12 months or a request for transfer is not made within 12 months of reaching R100.
4 Publisher responsibilities
(1) provide any incorrect, inaccurate or misleading information when registering as a Publisher;
(2) in any way manipulate the number of Hits on an advertisement;
(3) change the content of any advertisement or the links associated with an advertisement, whether published on your Linked Accounts or any other social media account or website; or
(4) publish or post anything in connection with us, an Advertiser, an advertisement or Campaign which is defamatory, contrary to the laws relating to privacy, which infringes our or a third party’s intellectual property rights or any other rights of a third party.
5 Intellectual property
5.1 All content on our website and Advertisements is owned or licenced by us or Advertisers. You will not gain any rights in intellectual property save as stated in this Agreement. You may only use content accessed through us in your personal capacity and may not display, transmit or copy or otherwise process it for any commercial purpose.
5.2 You may reference or quote us, this website and its contents within reasonable limits, provided that all references are duly acknowledged and the link to the relevant website page provided.
5.3 adMingle is a trademark belonging to Sosyal Internet Yayin Reklam ve Iletisim Hizmetleri Ticaret A.S. and is protected under relevant laws. You may not use the adMingle trademark without our prior written approval.
6.1 While this Agreement is in force and for a period of two years after its termination for any reason, you will not design, produce or develop any products or services which are substantially similar to or competitive with those owned or produced by us, or partner or conclude agreements with Advertisers in relation to such products or services, in any country in which adMingle operates. You will not permit any entity in which you have a controlling interest to carry out any activities which, if performed by you personally, would be in breach of this clause 6.1.
6.2 You acknowledge that each of the restraints in clause 6.1 are reasonable as to the subject matter, area and duration, to protect our proprietary interest. If any of the restraints referred to in clause 6.1 are held to be invalid or unenforceable for any reason, the validity of any of the other restraints will not be affected.
7 Breach and termination
7.1 If you breach any of these Publisher Terms we may immediately, without notice to you:
(1) cancel your participation in any Campaign and instruct you to remove any advertisements from your Linked Accounts; and
(2) suspend or cancel your Publisher account and access to the adMingle system.
7.2 If we cancel your participation in a Campaign only, you will forfeit all Fees accrued for that Campaign. If we suspend or cancel your Publisher account, you will forfeit all accrued Fees.
7.3 Accrued Fees will not be affected if a Campaign is terminated or we instruct you to remove an advertisement for reasons other than your breach of this Agreement.
8 Liability and indemnity
8.1 We are not liable for:
(1) any consequential losses, damages, costs, claims or penalties (Losses) arising in connection with this Agreement or your use of the adMingle system;
(2) any Losses arising from incorrect information provided by you;
(3) the suspension or closure of Linked Accounts or other social media accounts or websites, reputational damage to you or third parties or any other Losses arising from the publication of content or links other than those approved and published by us on your Linked Accounts as part of a Campaign;
(4) the availability or interruption of access to the adMingle system, connections, links or any embedded contents on our website;
(5) the transmission of spyware, malware, viruses or other malicious or harmful content via our website or Campaign links (you are responsible for ensuring that you have appropriate security and anti-virus software); and
(6) the security of data during transmission via public telecommunications facilities or services.
8.2 Our liability for direct Losses arising in connection with this Agreement is limited to the amount of Fees actually paid to you during any 12 month period for all claims in the aggregate during that 12 month period.
8.3 You indemnify us against any Losses incurred by us as a result of your breach of this Agreement.
9.1 This Agreement is the whole agreement between the Parties in regard to its subject matter.
9.2 No addition to or variation or consensual cancellation of this Agreement, including this clause, has effect unless it is in writing and signed by the Parties.
9.4 You may not assign or subcontract any of your rights or obligations under this Agreement without our prior written consent. We may assign or subcontract any of our rights or obligations under this Agreement at our discretion.
9.5 Any illegal or unenforceable provision of this Agreement may be severed and the remaining provisions of this Agreement continue in force.
9.6 This Agreement is governed by South African law.
9.7 The Parties unconditionally consent and submit to the non-exclusive jurisdiction of the High Court of South Africa, Gauteng Local Division, Johannesburg in regard to all matters arising from this Agreement.