Terms of Service

These Terms of Service ("Terms") govern your use of the OpenPartner hosted service operated by Brightyard, Inc., operating as Coherence ("OpenPartner," "we," "us"). By signing up for or using OpenPartner, you ("Customer," "you") agree to these Terms.

The self-hosted version of OpenPartner is licensed under MIT and is governed by that license, not these Terms.

The service

OpenPartner is a partner program platform that lets you launch attribution tracking, manage partners, and pay them through Stripe Connect. We provide the software, hosting, and ongoing maintenance. You provide the program — your partners, your commission terms, your customers.

Your account

• You must be at least 18 and able to enter binding contracts.
• You're responsible for the accuracy of account information and for keeping credentials secure.
• You're responsible for all activity on your account.

Acceptable use

You agree not to use OpenPartner to:

• Violate applicable law or facilitate illegal activity.
• Run programs that involve fraud, deceptive marketing, or unsolicited spam.
• Promote products or services prohibited under Stripe's terms.
• Attempt to inflate clicks, conversions, or commissions through artificial means.
• Reverse engineer, disrupt, or interfere with the service or other customers.

We may suspend or terminate accounts that violate these rules, with or without notice depending on severity.

Pricing and billing

• Pricing for hosted plans is published at openpartner.dev/pricing.
• Subscription fees are billed monthly in advance via Stripe.
• Usage-based fees (percentage of GMV, Network fees) are calculated monthly and billed in arrears.
• Stripe per-transfer fees on partner payouts are passed through directly.
• We may change pricing with at least 30 days' notice. Changes apply at the start of your next billing cycle.

Refunds and cancellation

You can cancel at any time from the dashboard. Subscription fees are non-refundable except: (a) we'll refund the most recent month if the service materially fails to work, and (b) where required by law.

Your data

Customer Data — including click logs, identity stitches, conversion events, and payout records — belongs to you. You can export it at any time in CSV, JSON, or SQL formats.

We act as a processor of Customer Data under GDPR-style frameworks; you are the controller. Our use of Customer Data is governed by the Privacy Policy and a Data Processing Addendum on request.

If you cancel, we retain Customer Data for 30 days to allow recovery, then delete it unless legal obligations require longer retention.

Stripe Connect and payouts

OpenPartner facilitates payouts to partners through Stripe Connect Standard accounts. Partners control their own Stripe accounts. We do not custody funds. Payment timing, verification, and supported regions are governed by Stripe's terms in addition to ours.

The Network

If you opt into the OpenPartner Network, additional terms apply: a 3% fee on payouts to creators we introduced through the marketplace. Self-recruited partners are not subject to this fee. Network participation is opt-in and can be disabled at any time without affecting the rest of your account.

Intellectual property

OpenPartner and the OpenPartner Network are owned by Brightyard, Inc. The open-source core is licensed under MIT. The hosted service, the OpenPartner brand, and Network-specific code are proprietary.

Customer Data, content you upload, and your partner programs remain yours.

Service availability

We strive for high availability but do not guarantee uninterrupted service. Maintenance windows, third-party outages (Stripe, DNS providers), or force majeure may cause downtime. Enterprise plans include SLAs.

Disclaimers

OPENPARTNER IS PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY ARISING FROM OR RELATED TO THESE TERMS IS LIMITED TO THE AMOUNT YOU PAID US IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. WE ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.

Indemnification

You agree to indemnify and hold OpenPartner harmless from claims arising out of your use of the service, your partner programs, your content, or your violation of these Terms.

Termination

Either party may terminate these Terms with 30 days' notice. We may terminate immediately for material breach (acceptable use violations, non-payment after notice, etc.). Sections that by their nature survive termination — IP, data ownership, disclaimers, liability limits — survive.

Governing law

These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict of laws principles. Disputes will be resolved in the state or federal courts located in Delaware, except where prohibited by your local law.

Changes

We may update these Terms as the service evolves. Material changes will be announced with at least 30 days' notice via email or in-app.

Contact

Questions: [email protected].

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Note: this is a sensible starting template based on common SaaS terms and reflects how OpenPartner is built. It is not legal advice. Have it reviewed by counsel before signing customers.