opinvera legal terms

Partner Terms

Effective Invalid Date · Version 0.4-draft · Draft — under legal review

Draft — under legal review. This text has not been cleared by counsel and may change before it takes effect. The complete set of terms is reviewed once before launch.

Status: DRAFT — under legal review (LR-01). Version: 0.4-draft

Draft — under legal review. This text has not been cleared by counsel. It is published so that it can be read and tested before launch. On the production service no agreement to it is recorded and no plan can be bought until counsel's one pre-launch pass clears the complete set of terms; on the staging service an agreement is recorded against this draft version, for testing only, and is superseded the day a cleared version is published.

These Partner Terms ("Partner Terms") are an agreement between ECOMO.WORLD LLC ("OpinVera," "we," "us," or "our") and the organisation that holds a partner account on the OpinVera partner surface (the "Partner," "you"). They are the terms of the partner account itself. A person who creates a partner account on your behalf agrees to these Partner Terms, and to the documents they incorporate, in a single click-through at sign-up; the Terms of Service apply to a partner account only where these Partner Terms say so (§1.6 and §13), because a partner account is a business seat and not a member's account. You accept the following documents together with these Partner Terms in that one click-through, and again when you claim an outlet (§1.1):

• the Data Processing Agreement;
• the Firewall Attestation;
• the Corpus Consent and Licence;
• the Content Tiers;
• the Subscriber Referral Terms, where you provide a subscription link;
• the Sponsored Verification Terms, where you set a sponsorship budget.

Where these Partner Terms and the Terms of Service differ on a matter concerning the partner account, these Partner Terms govern. Where any incorporated document and these Partner Terms differ, the incorporated document governs for its own subject.

1. The Partner Account

1.1 What a partner account is

A partner account is a business seat: a sign-in that acts for an organisation. It is created at sign-up, with a verified email address, a verified phone number, the organisation's name and address, and one click-through agreeing to these Partner Terms. It belongs to the organisation named at sign-up, not to the person who clicked. The organisation's record (the "Partner Account") holds one or more claimed outlets (each a "Claim"), the people who may act on them ("Seats"), the plan the account is on, and the agreements the account has accepted; it is opened when a partner account first claims a domain, and the person who claimed it is its first Seat. The agreement you give at sign-up binds the partner account; the agreement you give when you claim an outlet (§1.2, the plan and the order) binds the Partner Account to that Claim.

1.2 Claims and assurance

A Claim is proved in one of two ways. A weak claim is proved by an email address at the outlet's domain; it gives access to the free tier and to reports about the outlet. A strong claim is proved by control of the domain (a DNS record, a hosted file, or a page tag); it is required before any plan can be bought and before any capability that speaks for the outlet — an alias, the Verified Partner mark, the Voter Bridge, a sponsorship budget, a catalogue listing, or administering Seats. A payment never raises the level of a claim, and a verified business never does either. What is proved is control of the domain, nothing else.

1.3 Seats

Seats are included in every paid plan and are not metered. A Seat holder acts for the Partner and the Partner is responsible for what a Seat holder does. You will remove a Seat promptly when the person leaves your organisation. We may act on the instruction of any Seat holder.

1.4 Disputed and taken-over claims

If two accounts claim one outlet, the account that proves control of the domain prevails. We may suspend a Claim while a dispute is open, and we will tell both accounts the outcome. A Claim made in bad faith — for an outlet you do not own or control, or to impersonate one — is a breach of these Partner Terms and of the Terms of Service, and we may close the account.

1.5 Representations

You represent that you are authorised to bind the organisation that owns or controls the outlet, that the information you give us about the outlet is accurate, and that you will keep it accurate.

1.6 A partner account has no voting rights

A partner account has no voting rights and no ballot; it may not be used to rate items. It has no circle: it is not listed among voters, it cannot connect with or trust a member, and no member can connect with or trust it. It cannot buy identity verification and it earns no points. What it can do is claim outlets, agree to these terms, buy a plan, read reports, request an Enterprise quote, manage Seats and receive partner alerts. If a person at your organisation wishes to rate items as a reader, that person creates a separate member account under the Terms of Service, with a different email address; the member account is that person's own, and the Community Guidelines' rule against a rated party mobilising its own audience or staff (§10) applies to it.

By creating a partner account you represent that you are at least 18 years old and have the legal capacity to enter into these Partner Terms, that you are authorised to bind the organisation named at sign-up, and that the organisation's name and address you give are accurate. These representations are given by the click-through at sign-up; no separate age confirmation is asked of a partner account, because the account is the organisation's and not a person's.

2. What is free, and what the firewall means

2.1 The coverage tier

The following are free, at every claim level, for as long as the Platform operates: the claimable publisher profile, coverage and the aggregate score, the ballot embed and badge, the read API's free tier, the Voter Bridge, a listing in the rewards catalogue, and the weekly report.

2.2 The firewall

OpinVera never charges for scoring, coverage, or a change to a score. Every price in these Partner Terms is for display rights, analytics, reader acquisition, or commissioned research. The score, the ballot and the published result on any item are about the work and are computed the same way whether or not its publisher is a Partner, whether or not it pays, and whatever it pays. No plan, fee, sponsorship or licence buys coverage, a score, a change to a score, or a change to the method. You confirm this in the Firewall Attestation, and you agree not to represent to anyone that a payment to OpinVera affects a score.

2.3 Entitlements never touch scoring

What an account is entitled to is held apart from how results are computed, by design. A billing fault can affect what you see; it cannot move a score.

3. Plans, prices and metering

3.1 The plans

The current plans and their prices are shown on the partner pricing page and at checkout, and are summarised here. Prices are per partner account, in US dollars, exclusive of taxes, and billed monthly unless you choose annual prepayment.

The descriptions above are the ones shown on our payment processor's checkout and invoices for each plan; where the two differ, the version at checkout governs the purchase it describes.

3.2 Annual prepayment

Annual prepayment is offered at checkout and at renewal at 15% below twelve monthly payments. A prepaid year is not refunded on cancellation; the plan runs to the end of the prepaid period.

3.3 Metering

Usage is metered in rated items per month — items of yours that received ballots in the month — never in API calls. The caps are soft: at 80% and 100% of your cap we email you; your report is never cut off; above the cap we ask you to move up a plan. Nothing in metering affects which of your items are rated or how.

Domains. Starter and Regular include one domain: a second domain is not verified by control (DNS, file or tag) on those plans until the account moves to Pro or releases the first. Pro includes four domains; each further domain that is verified by control is billed at $250 per month from the next renewal after it is verified, and stops being billed from the next renewal after it is no longer verified. The count is ours, from the domains verified on the account, and is shown on the plan page. Enterprise has no domain limit.

3.4 Price changes

We may change a price with at least thirty (30) days' notice by email to the account. A change applies from your next billing period after the notice period. If you do not accept the change you may cancel before it applies.

3.5 Taxes

Prices exclude sales tax, VAT, GST and similar taxes, which are calculated and added at checkout according to the billing address and tax identifiers you give. You are responsible for giving accurate tax information.

4. The trial

The Regular plan carries a 14-day trial, with a card on file. The trial is the refund: cancel before it ends and nothing is charged. One trial per outlet, ever. A trial is a property of the outlet's domain, not of the account or the person: a second account claiming a domain that has already had its trial starts Regular without one, and is told so before paying. No other plan carries a trial.

5. Payment, renewal and cancellation

5.1 Payment

Payment is taken by our payment processor (currently Stripe) by card, under its terms. We do not hold card details. Your plan renews automatically each period until cancelled.

Enterprise. The Enterprise plan is bought by accepting a quote we issue through our payment processor to the address you give us when you ask for one. The quote states its own prices, term and renewal; these Partner Terms apply to it in everything else. Asking for a quote commits you to nothing.

5.2 Failed payment

If a payment fails we retry it and tell you. If it still fails, the account returns to the free tier. A failed payment never removes your coverage, your profile, your score or your reports' history; it removes the paid features until payment resumes.

5.3 Cancellation

You may cancel at any time from the billing portal. The plan runs to the end of the period already paid for, and no charge follows. There is no proration or partial refund for an unused part of a period.

6. Refunds, disputes and chargebacks

6.1 Refunds

The Regular trial is the refund: it is the fourteen days in which you decide. The Starter and Pro plans have no trial and no refund. Fees already paid are not refunded on cancellation, except where the law of your country requires it, or where a fault of ours prevented the paid service from being provided for a material part of a period, in which case we will credit or refund that part at our choice.

6.2 Disputes and chargebacks

Please contact us before disputing a charge with your card issuer; most questions are resolved the same day. If a charge is disputed with the issuer, or our payment processor raises a fraud warning on the account, the following happens automatically and before any refund decision: the plan returns to the free tier; the member who opened the checkout is barred from partner checkout for 180 days; the outlet's domain is barred from a trial for 90 days; and a person at OpinVera reviews the account. A refund after a dispute is a decision that person makes; it is never automatic. A dispute that is found to have been raised in bad faith is a breach of these Partner Terms.

6.3 EU, EEA and UK businesses

These Partner Terms are a business-to-business agreement. Consumer withdrawal rights do not apply to a plan bought by an organisation for its outlet. At launch the partner surfaces are offered to organisations in the United States (Terms of Service §19); an outlet published anywhere may be rated and claimed, and the plans, the referral link and sponsored verification are sold to United States organisations until we announce otherwise under §14.

7. Reports, the distribution list and the console

7.1 What a report is

A report is our record of the ballots cast on your items in a period: counts, the aggregate, rollups by topic and author where the plan includes them, and the items that were contested. It describes judgments of readers; it is not our opinion of your journalism and may not be presented as one.

7.2 The distribution list

You may name up to ten addresses to receive the report. An address at the claimed domain is sent to at once. Any other address receives one confirmation email first and is sent nothing until the person confirms. You will not add an address without the right to do so, and we will remove an address on its holder's request without asking you.

7.3 Use of reports

You may use reports internally and may quote figures from them publicly provided the quotation is accurate, dated, and attributed to OpinVera, and does not state or imply that OpinVera endorses the outlet or its content.

8. The Voter Bridge and attestations

Where you operate the Voter Bridge, your signed-in subscribers may vote on OpinVera as attested readers. You sign an attestation for each such reader with a key you register with us at the strong claim level. You warrant that an attestation is issued only for a person who is signed in to your service at that moment, that you issue no more attestations than you have such readers, and that you will revoke a key you believe compromised. An attestation affects how a vote is weighted; it never affects whether an item is scored or what score it receives. The processing of readers' data under the Voter Bridge is governed by the Data Processing Agreement.

9. Your content and ours

9.1 Your content

What we display of your work is governed by the Content Tiers. You retain every right in your content. Nothing in these Partner Terms is a licence to us beyond what the tier you chose grants.

9.2 Our marks and the Verified Partner mark

You may use the OpinVera name and the ballot embed and badge on your own properties as provided, and the Verified Partner mark off the web only while the add-on is active and only in the form we supply. You will not alter a mark, and you will stop using the Verified Partner mark within thirty (30) days of the add-on ending.

9.3 The embed and the API

The embed and the API may be used on properties you own or control, within the limits published for your plan. You will not scrape, cache beyond the published limits, or redistribute results as a feed without the Score Feed product.

10. Conduct

You will not, directly or through others: mobilise your audience or staff to vote on your own items or a competitor's in a coordinated way; buy, trade or automate votes; present a payment to us as affecting a score; use the Partner surface to identify individual voters; or use reports to retaliate against a reader. A breach of this section may lead to suspension of the account without refund, and the behaviour itself is handled under the Community Guidelines and the Prohibited Content and Behavior Policy like any other manipulation.

11. Term, suspension and termination

11.1 Term

These Partner Terms apply from the moment you accept them and for as long as the partner account exists.

11.2 By you

You may close the account at any time. Your claimed outlet's profile, coverage and score remain on the Platform, because they are about the work and existed before the claim; what ends is your access to the account and its paid features.

11.3 By us

We may suspend or close a partner account for a breach of these Partner Terms, for a bad-faith claim, for a disputed charge under §6.2 pending review, or where the law requires. We will say why, unless the law prevents us or saying why would help the breach continue. Where the breach can be cured we will give you fourteen (14) days to cure it first.

11.4 Effect

On termination, paid features end at the end of the paid period or immediately in the case of a breach; Seats lose access; the Verified Partner mark may no longer be displayed; agreements recorded on the account are retained as a record of what was accepted and when. The Data Processing Agreement says what happens to personal data.

12. Warranties, liability and indemnity

12.1 Our service

We will provide the paid features with reasonable skill and care. Reports and scores are provided as they are: they summarise readers' judgments and we do not warrant that they are complete, that every item of yours has been rated, or that a score will remain the same.

12.2 Limitation

Neither party is liable to the other for indirect or consequential loss, loss of profit, revenue or goodwill. Our total liability to you under these Partner Terms in any twelve-month period is limited to the amount you paid us in that period. Nothing limits liability for fraud, for death or personal injury caused by negligence, or for anything that cannot be limited by law.

12.3 Indemnity

You will indemnify us against claims by third parties arising from a bad-faith claim, from an attestation you issued in breach of §8, from content you licensed to us under the Content Tiers that you did not have the right to license, or from a distribution-list address you had no right to add.

13. General

Sections 18 (Governing Law), 22 (Dispute Resolution and Arbitration Agreement), 23 (Force Majeure) and 24 (Miscellaneous) of the Terms of Service apply to these Partner Terms as if set out here, with the Partner in the place of the User, save that the consumer carve-outs do not apply to an organisation. Notices to us go to support@opinvera.com or to ECOMO.WORLD LLC, 1978 Watson Circle, Rochester, Michigan 48306; notices to you go to the account's billing email.

14. Changes to these Partner Terms

We may update these Partner Terms. A material change is notified to the account's billing email at least thirty (30) days before it takes effect, and the version you accepted, with its date, is kept on the account. The current version is always the one shown at the point of acceptance. Where a change requires a new acceptance — a new fee, a new licence — the paid feature it concerns waits for it.