This agreement is between Opinodo ApS, Nørrebrogade 56 D, 2200 Copenhagen N, CVR DK32339735, A Limited Liability Company based in Denmark (from here Opinodo) and the Publisher.
Rights to use the Opinodo system
Opinodo grants a non-exclusive, non-transferable right to use the Opinodo System for the management of the Publisher’s online customer and other survey panel(s) (such panel, being a collection of information on private individuals with specific characteristics and qualifications used for customer and other surveys, a “Panel” and “panelists”) and to market and sell access to the Publisher’s Panels through the Opinodo System.
The Publisher undertakes not to use the Opindo System for any purpose that is unlawful or prohibited by this Agreement.
The Publisher’s panels
The Publisher shall incur any expenses deemed necessary for marketing or advertising the Publisher’s Panel(s) to their members and potential members for recruitment efforts.
The Publisher agrees to allow Opinodo to keep the panel as available for the execution of surveys.
The Publisher agrees to keep recruited panelists in the Opinodo System as long as the panelists wish to be a part of the Panel, but, if the Publisher wishes to do so, they have the full rights to acquire permission to use the data of the panelists for other purposes.
Occasionally, Opinodo may change the status of the Publisher’s panelists to not available for surveys due to any noted quality issues, survey conflict with the audience, or any other reasons deemed necessary to ensure best practices are in place for the utilization of the panel. This is to ensure quality of the Panel(s).
From time to time, Opinodo or any third party may execute surveys, tracking studies and other data capture methods providing greater detailed information on the panelist(s) utilizing the Publisher’s Panel(s), from which the result will include information on the relevant Panels’ demographics and other relevant characteristics and data with respect to the members thereof, however on an aggregate level. The parties agree that the results and data from such surveys may be used for the purposes of assessing the Publisher’s Panel(s) demographics etc. and that such data may be used by Opinodo, matched to other data and databases as well as shared with third parties, always, however, only to the extent permitted by applicable laws and regulations.
Opinodo determines, in its sole discretion, what the Basic Price shall be when marketing the Publisher’s Panel(s) towards purchaser of surveys within the Opinodo System on various markets and will register the Basic Price in the Opinodo System; where “Basic Price” means the price for conducting a basic survey on the relevant Panel.
Should Opinodo sell access to the panel the fee for a specific survey executed with the use of the Publisher’s Panel(s), as calculated by the Opinodo System on the basis of the Basic Price, is paid by the purchaser of the survey directly to Opinodo, whereby the Publisher shall be entitled to a remuneration from Opinodo, after deduction of incentive fees (and excluding VAT, if any). If the remuneration payable by Opinodo to the Publisher is subject to VAT, such applicable VAT is included in the aforementioned remuneration to the Publisher.
Remunerations will be calculated by the Opinodo System based on complete interviews (completes) with a “buy price” adjusted per country every 15th and 1st of any month. Any false completes (from speedy or fraudulent behavior from the panelists) will be deducted from the amount invoiceable.
Invoicing and payout to Publisher
Opinodo will every month create a self-bill invoice with the earned amount from the month. This will be the final statement for the earnings. This invoice will be made available on the first day of the new month.
Opinodo will show earnings and completes updated on an hourly basis. This is a tool for the Publisher to see their earnings.
Opinodo will automatically pay out the invoiceable amount sixty (60) days after the final statement of the earnings from a month has been made available.
Example: The earnings from January will be finalized as an self-bill invoice by February 7th. The payment will be made by April 7th.
It is the sole responsibility of the Publisher to supply Opinodo with a correct IBAN, Swift and bank name number in the backend of Opinodo in the “Information” tab under Bank info.
Opinodo reserves the right to deduct any payment fees for international transfers.
Opinodo will only pay out amounts larger than 60 €. If the Publisher has earned less than 60 €, the earned amount will be transferred to next month until the payment threshold has been reached and the payment will be made.
For Publishers outside of EU, for invoiced amounts smaller than 200 €, a fee of 5 € will be deducted from the total invoiceable amount, for reasons of high transaction fees.
All earnings in Opinodo will be shown in euro (€) for any country.
Panel members responding to a survey may be incentivised by way of so called “Incentives”. Any such Incentives earned by Panel members are and shall be valid and redeemable for a period of twenty-four (24) months after being earned and the Publisher shall ensure that this is, mutatis mutandis reflected in the terms for the participation in the Publisher’s Panel(s) by the members thereof and in all survey invitations.
The payment and handling of the incentives will be done either by Opinodo or an external company.
It is not possible for the Publisher to get incentives paid out directly. Incentives are solely reserved for panelists. Any incentives not claimed by panelists will belong to Opinodo or an external partner company.
Opinodo offer as a part of its service the Publisher to give support to Panelists regarding questions over surveys and incentives payment through the relevant Panel email, like email@example.com or firstname.lastname@example.org etc.
Support for the Publisher will be done through the email email@example.com. This is only for questions regarding the business relationship between Opinodo and the Publisher, not for questions from panelists or users.
Upon the execution of a survey, the Panel Members chosen for the survey will receive an invitation to participate in such survey. Opinodo and its partners undertake to (i) ensure that any such invitation to participate in a survey does not contain any unethical elements or any material violating laws of the Panel countries, and (ii) use its reasonable efforts to monitor that the surveys executed on the Publisher’s Panel(s) do not contain any unethical elements or any material violating laws. Opinodo agrees, when uncertain of the permissibility of certain material contained in a survey, to contact the Publisher for its opinion before such survey is dispatched.
If any Panel Member responding to an invitation to participate in a survey at that time no longer qualifies for that specific survey or if that specific survey has been terminated, Opinodo may redirect such Panel Member (route such Panel Members response) to another survey at the time being executed within the Opinodo System.
Data Protection and Processing of Personal Data
The use of the Opinodo System for management of Panels and execution of surveys may involve the management of personal data regarding private individuals for which the Publisher is responsible (if applicable as the controller of personal data). Each Party shall adhere to GDPR and/or all applicable international or local privacy and data protection laws.
Limitation of Liability and Indemnity by the Publisher
- a) Opiondo makes no representations and/or gives no warranties to the Publisher except as specifically and expressly provided for in this Agreement.
- b) Opinodo shall have no liability and/or responsibility for the processing of data collection and/or loss thereof and/or for the support regarding the Publishers Panel(s). Opinodo assumes no responsibility for the compatibility and function of the servers, internet connection and other equipment not provided by Opinodo, but utilised when using the Opinodo System.
- c) Opinodo shall have no liability under this Agreement or otherwise in respect of any claim regarding this Agreement, the breach hereof and/or the Opinodo System or otherwise, to the extent the amount of Opinodo total liability for all claims would exceed the lower of fifty thousand (50,000) EURO and any amount actually received by Opinodo under the company’s liability insurance. In no event whatsoever shall Opinodo be liable for any indirect, incidental, consequential special, or punitive loss and/or damages, such as, but not limited to, loss of anticipated profits or benefits.
- d) The Publisher hereby agrees to defend, indemnify and hold harmless Opinodo, and Opinodo’s affiliates, directors, officers, employees, agents and contractors, from and against any and all losses, damages, liabilities, costs, expenses (including costs and reasonable fees of attorneys and other professionals), judgments or settlement amounts arising out of or in connection with a claim from any client, customer, supplier and/or other business partner of the Publisher or any member of the Publisher’s Panel(s).
Terms and Termination
- a) This agreement is valid and binding for a period of one (1) year from the date hereof. The agreement is thereafter renewed for one (1) year at a time, unless terminated by either Party by written notice not later than three (3) months prior to the end of such period.
- b) If the Publisher fails to cure any breach of any material provision of this Agreement within ten (10) days after receipt of written notice thereof from Opinodo, Opinodo shall be entitled to terminate the Agreement immediately by written notice. In addition, Opinodo shall be entitled to terminate this Agreement, upon thirty (30) days written notice, if the Publisher is declared bankrupt, enters into composition or corporate reorganization proceedings or liquidation or can otherwise be assumed to have become insolvent.
Proprietary of Rights etc.
- a) The parties agree that any and all rights relating to the Opinodo System is and shall remain the sole property of and proprietary to Opinodo. Nothing in the Agreement shall alter these rights and no title to or ownership of the Opinodo System is transferred to the Publisher.
- b) The Publisher agrees not to make any attempt to obtain the source code or in any other way whatsoever create or permit others to attempt to create, by reverse compiling or disassembling or otherwise, any part of the Opinodo System.
- a) This Agreement constitute the entire agreement between the parties with respect to the subject matter thereof and hereof, and supersedes all proposals, oral or written, all previous negotiations, and all other communications between the parties with respect to the subject matter of the Agreement. No variations of the Agreement shall be valid unless made in writing and signed by or on behalf of the parties thereto.
- b) Opinodo may, without notice, in its sole discretion change the fees due to inter alia upgrades/improvements/modifications of the System.
- c) If any of the terms and provisions of this Agreement are declared void, invalid or unenforceable, this shall not invalidate or affect the rest of this Agreement which shall remain in full force and effect as if such invalidated or unenforceable terms or provisions had not been made part of this Agreement.
- d) The Publisher may not assign, transfer, delegate or pledge any of its rights and/or obligations under the Agreement without the prior written consent of Opinodo.
- e) This agreement shall be governed by and construed in accordance with laws of Denmark.
Copenhagen, April 4th, 2018.