Terms of Service

1. Agreement to these Terms

1.1 Acceptance. These Terms of Service (the "Terms") are a binding agreement between you and Opedd Ltd ("Opedd", "we", "us", "our"), a company incorporated in England & Wales (company number 17353806) with registered office at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, which operates the websites opedd.com and api.opedd.com and the related dashboards, APIs, buyer portal, and services (together, the "Platform"). By creating an account, requesting or clicking a magic-link, generating an API key, connecting a content source, granting or acquiring a licence, calling the API, or otherwise using the Platform, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, do not use the Platform.

1.2 You act for an organisation. If you use the Platform on behalf of an organisation, you represent that you have authority to bind it, and "you" refers to that organisation.

1.3 Business users only (no consumers). The Platform is offered solely to businesses acting in the course of a trade, business, craft or profession. Both sides of the marketplace act as traders: Analysts license content as a commercial activity, and Buyers acquire licences for business, research, or product use. You represent and warrant that you are not a consumer and are not accessing the Platform for purposes wholly or mainly outside a trade, business, craft or profession.

1.4 Eligibility. You must be at least 18 and legally capable of forming a binding contract, and your use must comply with all applicable laws.

2. Definitions

• "Opedd" — Opedd Ltd, the operator of the Platform.
• "Platform" — opedd.com, api.opedd.com, the dashboards, the buyer portal, the APIs, and all related services.
• "Analyst" — a supply-side user who connects a content source and offers content for licence (also surfaced in the product as a "publisher"). An Analyst is a business user under §1.3.
• "Buyer" — a demand-side user who acquires a licence to Licensed Content, including AI developers and enterprises licensing at catalogue scale. A Buyer is a business user under §1.3.
• "Licensed Content" — the articles, text, and associated metadata an Analyst makes available through the Platform and licenses to Buyers.
• "Pool" — a curated set of Analysts that Opedd assembles and licenses to an enterprise Buyer as a single unit, frozen at the point of that Buyer's licence.
• "Permitted Use" — the specific use a licence authorises (for example AI retrieval / RAG, AI training, human per-article, or human full-archive), as set by the Analyst and recorded in the applicable licence. Use outside the Permitted Use is unlicensed.

3. What Opedd Does

3.1 The service. Opedd is a programmatic content-licensing rail connecting Analysts and Buyers. Analysts connect a content source through one of four onboarding paths — and no others: (a) Substack via RSS import, (b) Beehiiv via platform API, (c) Ghost via platform API, or (d) the Custom API (Opedd's canonical publisher API for everyone else). Ingested content is offered for licence; Buyers acquire licences and receive content through a single, gated delivery API. Every licence carries usage tracking and may carry an on-chain attestation (§9).

3.2 Opedd's role — intermediary and disclosed agent. Opedd does not author or own Licensed Content and grants nothing it does not own. The licence runs from the Analyst to the Buyer; Opedd facilitates, administers, meters, and collects for that grant on the Analyst's authority and on the commercial terms the Analyst sets, and is the Analyst's limited payment-collection agent. A Buyer's payment to Opedd discharges the Buyer's payment obligation to the Analyst. Opedd is a hosting / intermediary service and is not a bank, e-money institution, or payment-services provider.

3.3 Metered delivery through one gated API. Content is delivered per retrieval, on a metered basis, through a single gated delivery API. That gate is the sole authorised delivery path; it enforces licence scope and revocation. Access other than through the interfaces and APIs Opedd provides is prohibited (§7).

3.4 No guarantee. Opedd does not guarantee any volume of licences, revenue, Buyer demand, availability, or uninterrupted operation.

4. Accounts, Authentication & API Keys

4.1 Authentication. The Platform authenticates users in two ways: (a) magic-link email authentication for dashboard and buyer-portal sign-in (no password; a single-use link is sent to your registered email), and (b) API keys for programmatic access. You are responsible for the security of your email inbox, your session, and your API keys, and for all activity under your account. Do not share magic-links or API keys. Notify us promptly at security@opedd.com of any unauthorised use.

4.2 API keys — sandbox vs live. Opedd issues sandbox keys (for testing against non-production behaviour; displayed truncated, they do not move money or deliver production Licensed Content) and live keys (for production use; a live key's full value is shown once, at creation, and is not retrievable afterwards — store it securely). You are responsible for keeping keys confidential, for rotating them, and for all use made under them until revoked. Opedd may rate-limit, scope, rotate, or revoke keys to protect the Platform.

4.3 Accuracy and verification. You must provide accurate account information and keep it current. We may verify your identity and, for Analysts, your ownership of or rights in the content. We may refuse, limit, suspend, or terminate accounts that fail verification or breach these Terms (§11), subject to the statement-of-reasons commitment in §10.

4.4 Privacy and cookies. Our handling of personal data is described in the Privacy Policy, and our use of cookies and similar technologies is described in the Cookie Policy.

5. Analyst Obligations (supply side)

5.1 Onboarding and control. You onboard by connecting one of the four sources in §3.1 and completing ownership verification. You set, and may update, the price, the Permitted Uses you enable, territory, and other commercial terms through your dashboard. Changes apply prospectively and do not affect licences already granted.

5.2 Rights and warranties. You represent and warrant, on a continuing basis, that: (a) you own or control all rights necessary to license the Licensed Content for each Permitted Use you enable, including any contributor, author, image, and third-party rights; (b) the Licensed Content, and a Buyer's authorised use of it, does not infringe or misappropriate any third party's intellectual-property, privacy, or other rights and is not unlawful, defamatory, or obscene; (c) you have made all required disclosures and obtained all required consents; and (d) you have authority to appoint Opedd to facilitate and collect for your grants.

5.3 Withdrawal is prospective. You may withdraw content or stop offering new licences at any time. Withdrawal stops new grants but does not revoke licences already granted, which wind down under their own terms. You keep everything earned during any wind-down.

5.4 Analyst indemnity. You will indemnify and hold harmless Opedd from third-party claims, losses, and reasonable costs arising from a breach of §5.2 or from any allegation that the Licensed Content or its licensed use infringes a third party's rights. The precise indemnity mechanics and cap are governed by the separately executed Analyst Licensing Agreement where one exists.

6. Buyer Obligations (demand side)

6.1 Licensed scope only. Your rights are exactly those granted by the applicable licence and its Permitted Use, and no more. You must not exceed the scope of any Permitted Use.

6.2 Training is opt-in, never implied. You must not use Licensed Content to train, fine-tune, pre-train, adapt, or calibrate any machine-learning model unless you hold a licence whose Permitted Use expressly covers AI training of that content. Absence of an AI-training Permitted Use is an absolute prohibition.

6.3 No circumvention; no redistribution. You must not circumvent, disable, or interfere with usage tracking, metering, rate limits, or access gating; redistribute Licensed Content as a standalone dataset; remove or obscure attribution or rights-management information; or misrepresent Licensed Content as your own.

6.4 Metering consent. You acknowledge that every licence includes per-retrieval usage tracking and metering, that metered usage may drive the consideration you owe, and that you will not circumvent it.

6.5 Buyer warranties and indemnity. You warrant that the identity, organisation, intended use, and territory information you provide is accurate and that you will use Licensed Content only as licensed. You will indemnify and hold harmless Opedd and the relevant Analyst from claims, losses, and expenses arising from your use of content beyond the licensed scope, your breach of these Terms, or your misrepresentations.

6.6 Revocation and deletion. A publisher may revoke a licence at any time. On revocation, the licensed content is immediately withdrawn from delivery, and you must delete all cached, stored, or embedded copies of the affected content from your systems — including any copies held in retrieval indexes, vector stores, or intermediate caches — within thirty (30) days. This obligation does not extend to model weights already trained where deletion is technically infeasible, provided no further inference-time retrieval of the content occurs.

7. Acceptable Use and Content Restrictions

7.1 You must not:

• access the Platform other than through the interfaces and APIs we provide, or scrape, crawl, or systematically harvest content or catalogue data except under a licence that expressly permits it;
• circumvent, disable, or interfere with usage tracking, metering, rate limits, access controls, or any gating mechanism;
• reverse-engineer, decompile, or attempt to derive source code, except to the extent this restriction cannot lawfully be imposed;
• probe, scan, or test the Platform's security without our prior written consent, introduce malware, impose unreasonable load, or disrupt the Platform;
• use the Platform to develop a product or service that competes with the Platform by copying its content-catalogue, metering, or delivery function;
• use the Platform to infringe any third party's rights, or for unlawful, deceptive, defamatory, or harmful purposes; or
• upload, connect, or license content you are not entitled to license, or content that is unlawful, infringing, or otherwise prohibited by §5.2 or §6.

7.2 Enforcement. We may, but need not, monitor use for compliance. Where we reasonably believe these Terms have been breached, we may remove or disable content, restrict or suspend access, or limit or revoke API keys — subject to the statement-of-reasons and complaint mechanism in §10.

8. Payments, Metered Billing and Payouts

8.1 Analyst economics — 80/20. For licence consideration attributable to your Licensed Content, Opedd retains a Platform fee of twenty percent (20%) and remits the remaining eighty percent (80%) to you as your net share, subject to payment-processing and currency-conversion costs as reflected in your dashboard ledger. This 20% rate applies to all Analysts and all licences and may change only prospectively, on notice under §15.

8.2 Settlement is Stripe-only. All settlement runs through Stripe. Analyst payouts are disbursed via Stripe Connect to your connected Stripe account. You must maintain a valid, verified Stripe Connect account to receive payout; Opedd is not liable for payout delays caused by your failure to do so, by a verification hold, or by Stripe. Opedd does not offer, accept, or settle any cryptocurrency, stablecoin, or on-chain payment (§9).

8.3 Metered billing. Usage-based charges are metered per retrieval and billed in arrears. Metered usage is aggregated and settled on Opedd's billing cycle. Buyers authorise Opedd (via Stripe) to charge the applicable metered and subscription fees.

8.4 Annual licences billed monthly (the "monthly draw"). An annual licence may be billed monthly: the annual price is divided by twelve (annual ÷ 12) and charged as a recurring monthly draw across the annual term, rather than as a single up-front charge. Each monthly draw is due for the corresponding month of the annual term.

8.5 Non-refundable; finality. Except as required by law or by a separately executed agreement, consideration is non-refundable, and licence access takes effect on confirmed payment.

8.6 Clawback and set-off. If a Buyer payment is later refunded, reversed, charged back, or successfully disputed, or is found to have been collected in error, the Analyst must repay the corresponding portion of any net share already received, and Opedd may set that amount off against current or future payouts or hold a reasonable reserve, acting reasonably and providing a statement of any set-off or reserve.

8.7 Taxes. Each party is responsible for its own taxes on the amounts it receives.

9. On-Chain Attestation (Tempo) — attestation only

9.1 Attestation, not payment. Opedd may record minimal licence metadata — for example a licence identifier, a content identifier, the Permitted Use, and the effective date — to the Tempo blockchain as a tamper-evident attestation of a licence's existence and date. This is attestation only. The Platform does not use any blockchain to hold, transfer, or settle value; all money moves through Stripe (§8). No cryptocurrency or stablecoin is ever accepted, held, paid, or required.

9.2 On-chain data is public and permanent. Any data written on-chain is public and immutable and cannot be deleted or amended, including in response to a data-subject erasure request. The on-chain record is independent evidence of a licence; it is not itself the licence, and Opedd writes only minimal identifiers to it — never the Licensed Content and no more personal data than necessary.

10. Notice-and-Action, Content Moderation and Complaints

10.1 Notice-and-action (illegal or infringing content). If you consider that content on the Platform is illegal or infringes rights (including copyright), you may submit a notice through our Notice-and-Takedown page. That page lets any individual or entity notify us of specific content believed to be illegal or infringing, and enables us to act. We will process notices in a timely, diligent, non-arbitrary, and objective manner and will confirm receipt where the notifier provides contact details.

10.2 Moderation measures. Where we act on content or an account, our measures may include removing or disabling access to content; restricting its visibility; suspending, limiting, or terminating an account; and limiting or revoking API keys or payouts (§8.6, §11). We apply these measures diligently, objectively, and proportionately.

10.3 Statement of reasons. Where we remove or disable content you provided, or suspend or terminate your account, or suspend, withhold, or restrict a payout to you on grounds relating to content, conduct, verification, risk, or these Terms, we will give you a clear and specific statement of reasons, unless we are legally prohibited from doing so or the matter is manifestly abusive. The statement will identify the measure, its scope and duration, the facts and grounds relied on (including whether the decision was automated), the contractual or legal basis, and how to complain under §10.4.

10.4 Internal complaint mechanism. If you disagree with a decision under §10.2–§10.3, you may complain, free of charge, by emailing complaints@opedd.com within six months of being notified of the decision. We will review complaints in a timely, non-discriminatory, diligent, and non-arbitrary way, will not decide solely by automated means, and will reverse a decision we find to have been wrong without undue delay. This is in addition to any right you have to pursue out-of-court dispute settlement or to bring a claim before the courts (§16).

11. Suspension and Termination

11.1 Suspension. We may suspend or restrict all or part of your access — including delivery, API keys, or payouts — where you have an overdue balance, breach §5, §6, or §7, fail verification, or use the Platform in a way that materially and negatively affects the Platform or other users, or where suspension is required by law or to address a security or fraud risk. Suspension is accompanied by a statement of reasons under §10.3, save where its exceptions apply.

11.2 Termination. Either party may terminate on notice. We may terminate or suspend immediately for material breach, suspected fraud, a legal requirement, or a serious risk to the Platform or its users. You may stop using the Platform and close your account at any time.

11.3 Effect and survival. Termination does not affect licences already granted (which wind down under their own terms), accrued payment obligations, or any provision that by its nature survives — including §5.2, §5.4, §6.5, §8.6, §9, §12, §13, §14, §16 and §17.

12. Intellectual Property

12.1 The Platform. The Platform, its software, design, branding, API, and metering and delivery systems are owned by Opedd or its licensors. These Terms grant you only a limited, non-exclusive, non-transferable, revocable right to use the Platform for its intended purpose. No Opedd or third-party intellectual property is transferred to you.

12.2 Content ownership. Licensed Content remains owned by the Analyst. Nothing in these Terms transfers ownership of any Licensed Content; Buyers receive only the rights expressly granted by the applicable Permitted Use.

12.3 Feedback. If you give us feedback, ideas, or suggestions, we may use them without restriction or obligation to you.

13. Disclaimers

13.1 As-is. Except as expressly stated in these Terms, the Platform and all Licensed Content are provided "as is" and "as available", and Opedd disclaims, to the maximum extent permitted by law, all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation.

13.2 Opedd does not warrant content. Opedd does not itself warrant any Licensed Content. Analyst warranties (§5.2) are the source of content-rights assurance; Opedd gives no independent warranty as to the accuracy, completeness, or non-infringing nature of Licensed Content beyond operating its verification and notice-and-action processes.

13.3 Compliance outputs. Any compliance artefact Opedd generates (for example a training-data disclosure export or an on-chain attestation) reflects the data Opedd holds; Opedd does not warrant its sufficiency for any regulatory purpose, and you remain solely responsible for your own compliance.

14. Limitation of Liability

14.1 Unlimited heads. Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be excluded or limited.

14.2 Excluded losses. Subject to §14.1, and to the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, punitive, or exemplary damages, or for lost profits, revenue, data, or goodwill, or for the cost of substitute products or services.

14.3 Aggregate cap. Subject to §14.1, Opedd's total aggregate liability arising out of or in connection with these Terms will not exceed the greater of (a) the total Platform fees Opedd earned from you (or, for Analysts, retained from your transactions) in the twelve (12) months before the event giving rise to the claim, or (b) £100. Any separately executed Master Licence Agreement or Analyst Licensing Agreement sets its own liability and indemnity limits, which control for their subject matter.

15. Changes to these Terms

We may modify the Platform and these Terms — to reflect changes in the Platform, for legal, regulatory, or security reasons, or otherwise. For material changes we will give reasonable notice (for example by email to registered users and/or an in-product notice) and update the "Last updated" date. Continued use after the changes take effect constitutes acceptance. Changes are not applied retroactively to licences already granted.

16. Governing Law and Jurisdiction

16.1 These Terms, and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes), are governed by the laws of England & Wales.

16.2 The parties submit to the exclusive jurisdiction of the courts of England & Wales, save that either party may seek urgent injunctive relief in any court of competent jurisdiction. Nothing in this section limits any out-of-court complaint or dispute-resolution route referenced in §10.4.

17. Contact

General enquiries: hello@opedd.com. Legal notices: legal@opedd.com. Security: security@opedd.com. Complaints about a moderation, account, or payout decision: complaints@opedd.com (§10.4). Illegal-content and infringement notices: opedd.com/dmca.

See also: Privacy Policy · Cookie Policy