Terms and Contitions

Terms & Conditions

Advertisers and publishers will both be referred to as "users" for the purpose of defining this document, and who it applies to.

  1. Prohibited Uses: Users shall not, and shall not authorize or encourage any third party to: (a) directly or indirectly generate clicks or impressions on any Ad, Link, or Ad Unit through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks or page impressions; (b) edit, modify, filter or change the order of the information contained in any Ad, Link, or Ad Unit, or remove, obscure or minimize any Ad, Link, or Ad Unit in any way; (c) frame, minimize, remove or otherwise inhibit the full and complete display of any Web page accessed by an end user after clicking on any part of an Ad ("Advertiser Page"); (d) redirect an end user away from any Advertiser Page; provide a version of the Advertiser Page that is different from the page an end user would access by going directly to the Advertiser Page; intersperse any content between the Ad and the Advertiser Page; or otherwise provide anything other than a direct link from an Ad to an Advertiser Page; (e) display any Ad(s), Link(s), or Ad Unit(s) on any error page, on any registration or "thank you" page (e.g., a page that thanks a user after he/she has registered with the applicable Web site), on any chat page, in any email, or on any Web page or any Web site that contains any hate-related, violent, or illegal content; (f) directly or indirectly access, launch, and/or activate Ads, Links, or Ad Units through or from, or otherwise incorporate the Ads, Links, or Ad Units in, any software application, Web site, or other means other than Your Site(s), and then only to the extent expressly permitted by this Agreement; (g) "crawl", "spider", index or in any non- transitory manner store or cache information obtained from any Ads, Links, or Ad Units, or any part, copy, or derivative thereto; (h) act in any way that violates any Program Policies posted on the Sage-Ads Web Site, as may be revised from time to time, or any other agreement between You and Sage-Ads, or engage in any action or practice that reflects poorly on Sage -Ads or otherwise disparages or devalues Sage-Ads reputation. You acknowledge that any attempted participation or violation of any of the foregoing is a material breach of this Agreement and that we may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of Your account or termination of this Agreement, and the pursuit of all available civil or criminal remedies.
  2. Termination: Sage-Ads may investigate any activity that may violate this Agreement. Sage-Ads may at any time, in its sole discretion, terminate all or part of the Program, terminate this Agreement, or suspend or terminate the participation of any Site in all or part of the Program for any reason. In addition, Sage-Ads reserves the right to terminate without notice any account that has not generated a sufficient number of valid clicks on Ads or valid impressions of Ads or Ad Units (in each case as measured by Sage-Find) for a period of three months or more. Upon termination of participation of any Site in the Program or termination of this Agreement for any reason, Your Obligation to Indemnify and Limitations of Liability shall survive termination.
  3. No Warranties or Guarantees: SAGE-ADS MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING, LINKS, AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. TO THE EXTENT ADS AND LINKS ON NON sAGE-ADS CONTENT, SAGE-ADS SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE DISPLAY OF SUCH ADS OR LINKS. SAGE-ADS MAKES NO GUARANTEE REGARDING THE LEVEL OF IMPRESSIONS OR AD CLICKS ON ANY AD, THE TIMELY DELIVERY OF SUCH IMPRESSIONS AND/OR CLICKS, OR THE AMOUNT OF ANY PAYMENT TO BE MADE TO YOU UNDER THIS AGREEMENT.
  4. Limitations of Liability: EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS RELATING TO THE PROGRAM, (a) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (b) SAGE-ADS AGGREGATE LIABILITY TO PUBLISHER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY SAGE-ADS TO PUBLISHER DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. 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. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.
  5. Payment: Publishers shall receive payments by Sage-Find within approximately fifteen days after the end of each calendar month that Ads are running on Your Site if Your earned balance is $50 or more. In the event the Agreement is terminated, Google shall pay Your earned balance to You within approximately ninety (90) days after the end of the calendar month in which the Agreement is terminated by You or by Sage-Ads. In no event, however, shall Sage-Ads make payments for any earned balance less than $10. Notwithstanding the foregoing, Sage-Ads shall not be liable for any payment based on: (1) any amounts which result from invalid clicks or impressions on Ads generated by any person, bot, automated program or similar device, as reasonably determined by Sage-Ads, including without limitation through any clicks or impressions (a) originating from Your IP addresses or computers under Your control, (b) solicited by payment of money, false representation, or request for end users to click on Ads, generate false page impressions, or (c) solicited by payment of money, false representation, or any illegal or otherwise invalid request for end users to complete Referral Events; (2) Ads or Referral Buttons delivered to end users whose browsers have JavaScript disabled; (3) clicks co-mingled with a significant number of invalid clicks described in (1) above, or as a result of any breach of this Agreement by You for any applicable pay period. Sage-Ads reserves the right to withhold payment or charge back Your account due to any of the foregoing or any breach of this Agreement by You, pending Sage-Ads reasonable investigation of any of the foregoing or any breach of this Agreement by You. In addition, if You are past due on any payment to Sage-Ads in connection with any Sage- Ads program, Sage-Ads reserves the right to withhold payment until all outstanding payments have been made or to offset amounts owed to You in connection with the Program by amounts owed by You to Sage-Ads. To ensure proper payment, You are solely responsible for providing and maintaining accurate contact and payment information associated with Your account. Any bank fees related to returned or cancelled checks due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with Your participation in the Program. Sage-Ads may change its pricing and/or payment structure at any time. If You dispute any payment made under the Program, You must notify Sage-Ads in writing within thirty days of any such payment; failure to so notify Sage-Ads shall result in the waiver by You of any claim relating to any such disputed payment. Payment shall be calculated solely based on records maintained by Sage-Ads. No other measurements or statistics of any kind shall be accepted by Sage-Ads or have any effect under this Agreement. The payments made under this Agreement are for use by You only and may not be transferred or in any manner passed on to any third party (i.e., distributed to Sites managed by You that require separate payments) unless expressly authorized in writing by Sage-Ads (including by electronic mail).
  6. Miscellaneous: This Agreement shall be governed by the laws of Washington , except for its conflicts of laws principles. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in Yakima County , Washington . The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any modifications to this Agreement must be made in a writing executed by both parties, by Your online acceptance of updated terms, or after Your continued participation in the Program after such terms have been updated by Sage-Ads. The failure to require performance of any provision shall not affect a party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect. You may not resell, assign, or transfer any of Your rights hereunder. Any such attempt may result in termination of this Agreement, without liability to Sage-Ads. Notwithstanding the foregoing, Sage-Ads may assign this Agreement to any affiliate at any time without notice. This agreement between Sage-Ads and You is for the purposes of advertising/publishing only and shall not be interpreted to create an association, agency, joint venture or partnership.
  7. Ads featuring pornography, sexual content, or gambling are only permitted in the "adult" zones. Sexual content not allowed includes child pornography, bestiality, rape, or any other content that is illegal in the US, or that we deem as innapropriate or questionable. Sage-Ads reserves the right to approve and dissaprove sites at its own discretion, with no requirements for notification or explanation. It is the publishers responsibilty to ensure they are complying with all laws that they are governed by, regarding sexual content and the display of such
  8. Users shall respond promptly and professionally to questions, comments, complaints and other reasonable requests from Sage-Ads. Bills for advertising are due and payable upon presentation. Advertiser agrees to pay the collection costs and reasonable attorney’s fees incurred upon the default of any of the terms of this agreement and consents that such costs and fees shall be made a part of any judgment rendered thereon. Sage-Ads reserves the right to remove web sites from its online service as a consequence of non-payment without forfeiting any of its other legal remedies for recovery.
  9. All Online advertising rates are subject to change without prior notification. However, any such change will not increase the cost of contracted services per the terms of this agreement. An advertising credit will be issued for any rate change which would reduce the costs of the above contracted services while this agreement is in effect.
December 12, 2006