Last Updated: June 13, 2022
This terms-of-service agreement is between SEREBRO, INC. d/b/a ETOLOGY, a California corporation (“Etology”), and you, the individual or entity signing up as a publisher or advertiser or both. Please read this agreement carefully before registering or using the Etology platform, accessible at Etology.com (“Platform”). Participation in the Platform constitutes your acceptance of this agreement. If you do not agree to this agreement, you must not register or participate in the Platform.
1. Definitions. In this agreement, the following definitions apply:
1. “Administration Panel ” means the interface provided by Etology to clients (Publishers, Advertisers, and nonparties) to buy and sell traffic on the Etology Network.
2. “Ad Serving Platform” means the technology and service that places advertisements on Websites, including advertising software that has been licensed to Etology and that Etology grants sublicenses to Publishers and Advertisers participating in the Etology Network subject to this agreement.
3. “Advertiser(s)” means one or more Etology customers that create the Advertising Material and authorize Etology as its intermediary to include it on the Publisher’s Website(s).
4. “Advertising Material” means the text, graphics, logos, designs, trademarks, and copyrights for any type of advertising including, but not limited to banners, text ads, pop-ups, and pop-unders created by an Advertiser.
5. “eCPM” means effective cost per mil. eCPM is used on the Etology Network to calculate the relative cost of an advertising campaign and estimates the cost / revenue per 1000 views of the ad.
6. “Etology Network” means the advertising network operated by Serebro, Inc. d/b/a Etology.
7. “Impressions” means the number of times Advertising Material is served to a person visiting the Publisher’s Website(s).
8. “Insertion Order” means a written authorization to display advertisements on Publisher’s Website(s).
9. “Publisher(s)” means one or more Etology customers responsible for the distribution of online Advertising Material on its Website(s).
10. “Publisher Earnings” means the total revenue generated by the Publisher using the Advertising Materials less Etology margin. Publisher Earnings are based on the eCPM generated by the ad spot. Etology margin remains at Etology’s sole discretion.
11. “Publisher’s Website(s)” means the space, including without limitation, homepage, website, or email where the Publisher(s) incorporate or embed the Advertising Material.
12. “Unique Click” means the number of times, as recorded by Etology’s Ad Serving Platform, a user visiting Publisher’s Website(s), as identified by IP address, clicks on Advertising Material. A click on Advertising Material by a particular visitor will only be counted as a Unique Click once every 24-hour period.
2. Nature of Platform. By virtue of this agreement, Advertiser(s) markets and advertises their goods and services using Advertising Material, and Publisher(s) incorporates or embeds the Advertising Material into the Publisher’s Website(s) through Etology Network using the Ad Serving Platform. Etology also provides guidance to help Advertiser(s) and Publisher(s). Etology is a service provider and has no effective knowledge about the content in the Publisher’s Website(s) or the Advertising Material created by the Advertiser(s), which is published in the Publisher’s Website(s). Publisher and Advertiser are the only responsible parties for that content and shall indemnify Etology against any responsibility, infringement, damage, or loss regarding that content. If any content is illegal or violates any law, including any intellectual property laws, please request removal at email@example.com, so we can remove and prevent access to it.
3. Publisher Eligible Website(s)
3.1 Etology may approve or deny a Publisher’s participation at any time. If not approved, Publisher will not receive payment of the revenue displayed in its Administration Panel. It is the Publisher’s obligation to ensure it complies with Etologys’ eligibility rules at all times. The following are examples of Publisher’s Website(s) that are not eligible for participation on the Etology Network:
(a) Websites that contain material that infringes the rights of others (including but not limited to copyright and other intellectual property rights) or that promotes copyright piracy.
(b) Websites with reference to illicit practices or shock human dignity; content with pornographic character staging minors(miners); content apologizing for nonviolent criminal behavior; content apologizing for war crimes and crimes against humanity; or content provoking discrimination, hate, or violence towards a person or towards a group of persons at the rate of their origin or of the group they belong to (an ethnic group, a nation, a race, or a religion). Any description will be automatically recorded and indicated to proper authorities.
(c) Websites that participate in or transmit inappropriate newsgroup postings or unsolicited email (spam) and unsolicited communications by equivalent electronic means (i.e., SMS, chat, social networks, etc.).
(d) Websites promoting any type of illegal substance or activity (i.e., how to build a bomb, hacking, “phreaking,” etc.).
(e) Websites with illegal, false, or deceptive investment advice.
(f) Websites that provide incentives of any nature to require or encourage users to click on ad banners (i.e., charity, sweepstakes, etc.).
(g) Websites that are under construction or incomplete.
(h) Websites with extremely limited audiences or viewership (less than 50 unique visitors per day).
(i) Websites that contain any content violating US laws or the laws of any other country (if applicable), including those that violate US intellectual property, personal data, or privacy laws. Publishers Website(s) shall not violate any law, regulation, rule, or custom or violate, infringe, or misappropriate any person’s or entity’s rights, including without limitation any property or privacy rights, including intellectual property rights, including copyrights, trademark rights, or publicity rights (i.e., name or likeness).
(j) Websites generated through free blogging or free forum platforms.
(k) Websites with more than six ads per page, Websites with more than two pop-ups or pop-unders, and Websites with more than one exit pop-up (all ad networks or affiliate programs together).
(l) Websites presenting no added value to the users.
3.2 Etology does not control or monitor Publishers Website(s). However, a Website might be brought to its attention or may be checked for any reason. If Etology determines that Publisher’s Website(s) includes any forbidden content, Etology may close Publisher’s account without notification. In that case, as a penalty for the breach of this agreement, Publisher will not receive the payment of any amounts remaining in its Administration Panel, regardless of any other or further liability incurred by the Publisher.
4.1 Any form of misuse, including procuring business transactions by unfair methods or inadmissible means that violate law or this agreement, is prohibited.
4.2 Publishers are prohibited from trying to obtain commissions by procuring business transactions themselves or through a nonparty using the Advertising Material, tracking links, or other technical aids provided to them in the context of the Etology Network using one or more of the following methods:
(a) Fraudulently pretending or faking business transactions, for example by entering nonparty data without authorization or by providing false or nonexistent data when ordering goods or registering online;
(b) Using Advertising Material that enables tracking although it is not displayed at all, not visibly, or not in the manner or size stipulated by the Advertiser; or
4.3 Any form of misuse will lead to the blocking of the Publishers’ accounts immediately. Publishers may raise an objection within a month to provide a statement and evidence that the chosen form of advertising has been in accordance with this agreement. If the Publisher cannot refute the breach of this agreement, Etology will issue a notice of termination. In the event of a breach of this agreement, the Publisher will not receive any remuneration, regardless of any other or further liability incurred by the Publisher.
4.4 Fraudulent Impressions. Etology’s ad server will be the official counter for determining the number of Advertising Material delivered under and amounts payable under this agreement. Counts of impressions or clicks will be decided solely based on reports generated by Etology Advertising Network. Any method to artificially or fraudulently inflates the volume of impressions or clicks is prohibited. These prohibited methods include but are not limited to: framing an ad-banner’s click-through destination, auto-spawning of browsers, running “spiders” against the Publisher’s own Website, automatic redirecting of users, or any other technique of generating automatic or fraudulent (as determined by Etology, acting reasonably, or based on industry practices) click-through or impressions. Advertising Material must not be placed on a page that reloads automatically. Publisher must not require users to click on Advertising Material before entering a Website or any area in a Website or provide incentives of any nature to encourage or require users to click on Advertising Material. Publisher’s clicks-throughs of any link other than Etology’s Advertising Material or use of any other means of artificially enhancing click results will be a material breach of this agreement, and on that occurrence, Etology may terminate this agreement without prior notice. That termination is at Etology’s sole discretion and is not instead of any other remedy available at law or equity.
4.5 Publisher(s) shall indemnify Etology against any liabilities, losses, or damages that are directly or indirectly derived from their breach of this agreement.
5. Publisher Payment
5.1 Payments. Publisher payments can be made weekly or monthly by Wire Transfer, Paxum, Payoneer, Paypal and Capitalist. Please note Wire Transfer payments are only available monthly (Net 30). Publishers must reach the minimum payout limit set up in the Etology Administration Panel. Etology shall pay Publisher for Advertising Material actually delivered by Publisher to each of Publisher’s Website(s) approved by Etology.
5.2 Invoicing. The Publisher instructs Etology to generate and issue the Publisher’s invoices for the Publisher. Before making any payment to a Publisher, Etology will generate automatically, through the Platform, the invoice for that Publisher. Furthermore, the Publisher acknowledges that the Platform will generate those invoices based on the data provided by the Publisher and therefore states that the data is accurate, fully and legally compliant, for invoicing and taxation purposes. Any Publisher residing in the European Union who has provided a VAT number states that the VAT number is, in its own country, valid for the issuance of VAT-exempt invoices to Etology. The Publisher will be solely liable for any error, direct or indirect loss, or damage arising from the inaccuracy or non-compliance of that data or the breach of any of the preceding statements and, accordingly, the Publisher shall indemnify Etology against any of those errors, direct or indirect loss, or damages. If there is any claim, administrative proceeding from any authority, dispute, or conflict, in any way due to the inaccuracy or non-compliance of that data provided by the Publisher, Etology may keep any payments due to the Publisher until that incident has been resolved and also obtain direct compensation from those amounts kept if Etology suffers any loss or damage.
5.3 Liability for Publisher’s Revenue. Publisher understands that Etology acts solely as a third party for Advertisers and that Etology will only be liable to Publisher for Publishers Revenue based on payments from Advertisers that it has received without restrictions that constitute immediately-available funds to Etology. Publisher acknowledges that (i) Etology will have no liability or obligation to Publisher for payments due but unpaid from Advertisers; (ii) Publisher will only assert any claims for it directly against the Advertisers; and (iii) Publisher shall indemnify Etology against any claims or liability related to those unpaid amounts. Etology will make every reasonable effort to timely bill, collect, and clear payment from the Advertisers. Etology reserves the right not to make any payments if the Publisher violates any of the terms set out here.
5.4 Other Expenses. Etology is not responsible for paying any income taxes, banking commissions, or currency fees for Publisher. By participating in the Etology Network, Publisher is solely responsible for any taxes, banking commissions, or currency fees owed as a consequence of it.
5.5 Etology may withhold, stop, or cancel any payments due to Publisher or disclose any information regarding the Publisher if it is required to do so by a court or administrative authority.
6. Advertising Material
6.2 Recording of Service Counts. Etology is solely responsible for calculating statistics, including Impressions, click-through rate, revenues, and eCPM. PST Time will be the time for traffic and tracking purposes. Statistics will be available to Publisher online in the Etology Administration Panel. Publisher understands that Etology’s online statistics might not be 100% accurate and that Etology may make adjustments to Publisher’s online statistics. In the event that coding on Publisher’s Website(s) generates substantial number of erroneous impression due to a technical problem including server malfunction, coding alteration, or a mistake in entering code, Etology may withhold payment on all Impressions and clicks delivered by Publisher.
6.3 Volume of impressions. Etology cannot guarantee any volume of traffic. Impressions can differ from one day to another following the performances of the site targeted.
6.4 Ad Serving Platform. Statistics of impressions and revenues will be provided by Etology. Ad Serving Platform will govern this agreement.
7. Advertising Budget
7.1 Advertiser shall prepay its advertising budget through credit card, wire transfer, or Paxum. Advertiser shall pay all charges in U.S. Dollars or in Euros, according to the currency set up in its Etology Administration Panel.
7.2 Charges are exclusive of taxes. Customer is responsible for paying all taxes, government charges, and reasonable expenses and legal fees Etology incurs collecting unpaid amounts. Charges are solely based on Etology Ad Serving Platform measurements, unless otherwise agreed in writing. Nothing in this agreement or an Insertion Order will obligate Etology to credit any party.
7.3 Advertiser acknowledges that any credit card and related billing and payment information that Advertiser provides to Etology might be shared with companies who work on Etology’s behalf, including payment processors and credit agencies, solely to check credit, effect payment to Etology, and service Advertiser’s account.
7.4 Etology may withhold deposit or charge Advertiser’s account due to any breach of this agreement by Advertiser.
8. Advertiser Refund Policy. Etology strives to offer the best service possible to its clients. Once an Advertiser makes an initial deposit in the Etology Ad Serving Platform, Advertiser has six months from the last payment date to ask for a refund of the remaining account balance if it isn’t satisfied with the Etology Network and has remained in compliance with this agreement. As soon as an Advertiser makes a second deposit in the Etology Ad Serving Platform, a refund will only be issued for a balance greater than $200 and a 10% processing fee will be deducted from the refund. Advertisers canceled / terminated by Etology for violating this agreement will not receive a refund.
9. Ad Sizes. 300×250 (pixels), 315×300, 338×235, 250×250, 468×60, 728×90, 945×100, 120×600, 160×600, 180×1030, 240×480, 200×150, Pop-unders (full page), Interstitials (full page), text ads (with 10×10 thumb).
10. Publicity. Etology may use the trade names or trademarks of Publishers and Advertisers for this agreement without any further written approval from the party owning that name or trademark.
11. Statements of Fact
11.1 Publisher(s) state(s) that the following facts are accurate:
(a) All content, products, and services on the Publisher’s Website(s) are legal to distribute, that it owns or has the legal right to use, and will not infringe, any copyrights, trademarks, patents, or other proprietary rights;
(b) The Publisher’s Website(s) do not, and will not during this agreement, contain any material described in section 4 of this agreement;
(c) The Publisher’s Website(s) are free of any “worm,” “virus,” “malware,” or other device that could impair or injure any person or entity;
(d) It is generally familiar with the nature of the Internet and will comply with all rules and regulations that might apply; and it will conduct its business in compliance with all laws, rules, and regulations;
(e) It has full legal power and authority under its organizational documents to enter into this agreement and to perform the obligations contained in this agreement; and the signing of this agreement and the performance of its obligations by Publisher(s) will not conflict with or cause a breach or violation of any agreement, law, regulation, or other obligation to which Publisher(s) is a party or subject to; and
(f) The Publisher(s) must respect the prohibition of unsolicited advertisement (“Spam”) when sending Advertising Material by email or by any other equivalent electronic communications means. Thus, the consent of each recipient must be obtained before sending emails or electronic communications; if Etology requests, Publisher(s) must provide written evidence of that consent.
11.2 Advertiser(s) state(s) that none of the advertising provided contains:
(a) Any material that consists of paraphilia or scatological activities;
(b) Any material that contains children or minors in adult or sexual situations;
(c) Any material that offers illegal products or services;
(d) Promotion of incentives for online activity to surf websites, click on ads, or any activity that artificially enhances website or advertiser metrics;
(e) Promotion of violence, racial intolerance, or advocacy against any individual, group, or organization;
(f) Promotion of fake documents, copied material, or paper mills;
(g) Any unauthorized use of nonparty trademarks that either creates a likelihood of confusion that consumers will believe the products or services originated from the trademark owner or is likely to dilute the value of a known trademark;
(h) Promotion of drugs or any related paraphernalia;
(i) Promotion or facilitation of prostitution or sex trafficking of another person;
(j) Sales or offers of certain weapons, alcohol, tobacco, or any related paraphernalia. Advertisements for electronic cigarettes are permitted but cannot contain tobacco;
(k) Promotion or any attempt to profit from human tragedy or suffering;
(l) Promotion of illegal activities that infringes on the rights of others, including intellectual property rights;
(m) Promotion of gambling or online betting that allows US registrations where prohibited by local law. Any gaming advertisement must be pre-approved, meet a minimum monthly budget requirement, and block applicable U.S. registrations using geo-location and other advanced risk controls. Removing the U.S. from the registration field is not considered sufficient. If you would like to advertise a gaming service, please contact us at firstname.lastname@example.org and detail your services process for blocking applicable U.S. registrations and provide the expected monthly budget and planned geo-targeting;
(n) Promotion of gambling websites where applicable regulations forbid those promotions. Any Advertiser wishing to promote gambling website states that it is legally entitled to promote those gambling sites and that it is entitled, under any applicable regulations, to do so through Etology Network and in the particular jurisdictions it wishes to advertise. Advertiser also states that Etology will incur no liabilities in allowing Advertiser to promote the gambling websites. Advertiser states that it is in compliance and aware that certain jurisdictions forbid the promotion of gambling websites and require that gambling operators hold a license valid in that jurisdiction before allowing users connected from IP addresses belonging to those jurisdictions. Pre-approval received from Etology will not be construed as Etology having checked Advertiser’s compliance and will not affect Advertiser’s liability for its failure to comply with the statements set out here. Further, Advertiser will ensure compliance with the present clause at all times.
(o) Any content that targets individuals under 18-years old; and
(p) Any material that does not respect particular advertising rules added in the Administration Panel for specific Publisher’s Website(s).
13. Advertiser shall indemnify Etology against any liabilities, losses, or damages that are directly or indirectly derived from Advertiser’s breach of this agreement.
12. Termination; Cancellation
12.1 Etology may at any time immediately terminate this agreement or cancel any Ad(s) with or without cause. Etology will make reasonable efforts to notify Advertiser(s), Publisher(s), and nonparties through email of any such termination or cancellation within a reasonable period.
12.2 Advertiser(s) may cancel any Ads or terminate this agreement with or without cause at any time by deactivating a campaign in the Administration Panel.
12.4 If either party does not fulfill a material obligation defined in this agreement, the other party may terminate this agreement 60 days after written notice to the party in breach, on condition that the material breach remains uncured, without prejudice of the right to claim the damages caused to the nonbreaching party.
13.1 You shall not disclose Etology Network Confidential Information without Etology’s prior written consent. “Etology Network Confidential Information” includes without limitation: (i) all Network software, technology, programming, technical specifications, materials, guidelines, and documentation you learn, develop, or obtain that relate to the Etology Network; (ii) click-through rates or other statistics provided to you by Etology; and (iii) any other information designated in writing by Etology as “confidential” or any designation to the same effect. Etology Network Confidential Information does not include information that has become publicly known through no breach by you or Etology, or information that has been (i) independently developed without access to Etology Network Confidential Information, as evidenced in writing; (ii) rightfully received by you from a nonparty; or (iii) required to be disclosed by law or by a governmental authority.
13.2 Publisher acknowledges that Etology might be ordered by a Court or Administrative Authority to disclose information regarding the services being provided to the Publisher or to disclose Publisher’s identity under certain circumstances and specifically where Publisher’s Website(s) contain(s) or link(s) to unauthorized copyrighted materials from nonparties. Etology may disclose that information on receiving a request for disclosure from a court or administrative authority that Etology reasonably considers as being competent to issue such a request.
14. Data Protection
14.4 Each party states to the other that, during this agreement, it will comply with all rules and regulations (including but not limited to laws governing privacy and data protection).
15. Indemnification; Limitation of Liability
15.1 Indemnification. You shall indemnify Etology and its officers, directors, shareholders, successors, affiliates, employees, agents, and representatives against all costs, claims, demands, liabilities, expenses, losses, damages, and legal fees arising from any claims and lawsuits or proceeding for libel, slander, copyright, and trademark violation and all other claims resulting from (i) the participation on the Etology Network, (ii) operation of the Publisher’s Website(s) submitted to Etology for participation on the Etology Network, or (iii) otherwise arising from a relationship with Etology. You shall also indemnify Etology for any legal fees incurred by Etology, acting reasonably, in investigating or enforcing its rights under this agreement.
15.2 Limitation of Liability. Etology will not be liable to Publisher under contract, tort (including negligence), strict liability, or other legal or equitable theory, whether or not Etology has been advised of the possibility of that damage, for indirect, incidental, consequential, special, or exemplary damages arising from any provision of this agreement, including, but not limited to, loss of revenue or anticipated profits or lost business. These limitations will apply despite any failure of essential purpose. In no event will Etology’s aggregate liability arising out of this agreement exceed the last month’s payments to the Publisher.
16.1 Etology may amend the provisions of the present agreement that are minor in scope or nature and do so without citing any reasons, on condition that those modifications do not lead to the agreement as a whole being restructured. Etology shall communicate by email or electronic means or through the Administration Panel the modified conditions at least two weeks before the effective date. Publishers who do not object in writing to the modification within four weeks after the receipt of the communication will be deemed to have accepted the respective modification. Etology shall specifically indicate the possibility of objecting to the modification and the consequences of the four-week deadline.
16.2 If the Publisher(s) objects to the new (modified) terms, Etology’s request to modify them will be deemed to have been rejected. The agreement will then be continued without the proposed modification. The right of the parties to terminate their participation on the Etology Network remains unaffected by it. The possibility of terminating the agreement will also be indicated specifically.
17. Non-solicitation. During this agreement and any renewal of it, and for one year after its termination for any reason, Advertiser shall not do business directly or indirectly with any Publisher listed on the Etology Network, or directly or indirectly solicit or induce that Publisher to do business directly with the Advertiser. Advertiser understands that this prohibition is a key consideration and inducement for Etology to enter into this agreement with Advertiser, and to provide the services under it.
18. Dispute Resolution
18.1 California law governs all adversarial proceedings arising out of this agreement or access or use of the Platform.
18.2 As the exclusive means of bringing adversarial proceedings to resolve any dispute arising out of this agreement or the subject matter of this agreement, a party may bring such a proceeding in the United States District Court for the Central District of California or in a state court in California. Each party acknowledges that those courts would be a convenient forum. Each party hereby waives its right to a trial by jury in any adversarial proceedings arising out of this agreement.
18.3 In any proceedings between the parties arising out of the subject matter of this agreement, the prevailing party will recover from the other party, besides any other relief awarded, all expenses that the prevailing party incurs in those proceedings, including legal fees and expenses.
19.1 Force Majeure
(a) If a Force Majeure Event prevents a party from complying with any one or more obligations under this agreement, that inability to comply will not constitute breach if (1) that party uses reasonable efforts to perform those obligations, (2) that party’s inability to perform those obligations is not due to its failure to (A) take reasonable measures to protect itself against events or circumstances of the same type as that Force Majeure Event or (B) develop and maintain a reasonable contingency plan to respond to events or circumstances of the same type as that Force Majeure Event, and (3) that party complies with its obligations under section 19.1(c).
(b) In this agreement, “Force Majeure Event” means, for a party, any event or circumstance, whether or not foreseeable, that was not caused by that party (other than a strike or other labor unrest that affects only that party, an increase in prices or other change in general economic conditions, a change in law, or an event or circumstance that results in that party’s not having sufficient funds to comply with an obligation to pay money) and any consequences of that event or circumstance.
(c) If a Force Majeure Event occurs, the noncomplying party shall promptly notify the other party of occurrence of that Force Majeure Event, its effect on performance, and how long the noncomplying party expects it to last. Afterwards the noncomplying party shall update that information as reasonably necessary. During a Force Majeure Event, the noncomplying party shall use reasonable efforts to limit damages to the other party and to resume its performance under this agreement.
19.2 Severability. The parties acknowledge that if a dispute between the parties arises out of this agreement or the subject matter of this agreement, they would want the court to interpret this agreement as follows: (1) as to any provision that it holds to be unenforceable, by modifying that provision to the minimum extent necessary to make it enforceable or, if that modification is not permitted by law, by disregarding that provision; (2) if an unenforceable provision is modified or disregarded in accordance with this section 19.2, by holding that the rest of the agreement will remain in effect as written; (3) by holding that any unenforceable provision will remain as written in any circumstances other than those in which the provision is held to be unenforceable; and (4) if modifying or disregarding the unenforceable provision would result in failure of an essential purpose of this agreement, by holding the entire agreement unenforceable.
19.3 Assignment. This agreement is personal to you. You shall not transfer to any other person, other than by will or intestate succession, (1) any discretion granted under this agreement, (2) any right to satisfy a condition under this agreement, (3) any remedy under this agreement, or (4) any obligation imposed under this agreement. Any purported transfer by you in violation of this section 19.3 will be void.
19.4 Notices. All notices and other communications under this agreement will be in writing and will be deemed to have been given when delivered in person (including by internationally recognized commercial delivery service), and on the day the notice is sent when sent by verified fax or email with confirmation receipt, if the time of transmission is during recipient’s business day, or if not on the next business day afterwards, to the respective parties at the mailing or email addresses provided by the them in writing. Either party may change its address by providing the other party with written notice of the change in accordance with this section.
19.5 Waiver. No waiver under this agreement will be effective unless it is in writing and signed by the party granting the waiver. A waiver granted on one occasion will not operate as a waiver on other occasions.
19.6 Entire Agreement. This agreement constitutes the entire understanding between the parties regarding the subject matter of this agreement and supersedes all other agreements, whether written or oral, between the parties, except that any additional terms on the Platform will govern the items to which they pertain.
19.7 No Third-Party Beneficiaries. Except as set out in section 15.1, this agreement does not, and the parties do not intend it to, confer any rights or remedies on any person other than the parties to this agreement.