Optinet FlowTerms of Service, NDA & Privacy
This Terms of Service and Mutual Non-Disclosure Agreement (the "Agreement") constitutes a legally binding and fully enforceable contract between Abara Solutions LLC, a limited liability company operating the OptiNet Flow service ("Company," "we," "us"), and the entity or individual accessing, integrating, or connecting to our software infrastructure via Stripe Connect, Shopify, WooCommerce, Adyen, or any other authorized integration platform or custom ERP (collectively, the "Integration Platforms"). By authorizing the connection ("Link Your Account" or any connection mechanism), Client unconditionally agrees to all terms set forth herein.
1. INTENT & INFRASTRUCTURE INTEGRATION
Client grants Company authorization to attach, bridge, or interface a secure, operational data-routing node to Client's payment processing accounts, e-commerce systems, or root enterprise resource planning (ERP) infrastructure via API protocols, OAuth, or application keys. The sole intent of this deployment is the computational audit, transaction routing restructuring, and optimization of interchanges, processing fees, and associated financial overhead.
2. PROPRIETARY TECHNOLOGY & NON-CIRCUMVENTION (THE BLACK BOX)
Trade Secret Status: Client acknowledges that Company's software architecture, including but not limited to its core data-injection routing algorithms, payload optimization layers, and automated data restructuring protocols (collectively, the "Proprietary Technology"), constitutes an unpatented, highly protected trade secret and proprietary asset of Company, regardless of the Integration Platform through which it is deployed.
Strict Non-Circumvention: Client explicitly agrees not to attempt, cause, or permit any reverse engineering, decompilation, disassembly, or extraction of the underlying operational logic of the Proprietary Technology.
Protection of Logic: Client shall not use any insights, knowledge, metrics, or structural concepts gained from the integration to develop, code, or deploy an in-house or third-party alternative designed to replicate the financial optimization achieved by Company's payload adjustments. Any breach of this clause will cause irreparable harm and subjects Client to immediate termination of service and severe financial liquidated damages.
3. AUTOMATED PERFORMANCE-BASED COMPENSATION (SAAS REVENUE & REFERRAL STRUCTURE)
Remuneration Structure: Company operates strictly under an automated performance-based framework. Client shall owe no fixed upfront software installation, hosting, or maintenance fees.
Gross Optimization Application Fee: Client explicitly agrees to pay Company a gross performance optimization software fee calculated automatically by the software infrastructure upon node deployment. This fee is derived from the net, verifiable financial savings generated exclusively by the Proprietary Technology against Client's historical 90-day baseline, plus a fixed processing routing charge of $0.20 per transaction enrouted.
Calculation of Success Fees and Baseline Rate: The Platform calculates the savings generated for the Merchant based on an industry-standard baseline processing rate of 2.9% (290 basis points / bps). If the Merchant has a preferred or customized rate previously negotiated with their payment gateway (Stripe, Shopify Payments, etc.), it is the Merchant's sole responsibility to expressly notify the Platform through our technical support channels and provide the corresponding proof so that such rate can be manually adjusted in their profile. The Platform shall not assume any liability, nor will it issue refunds, retroactive adjustments, or credit notes for commissions (Success Fees) billed based on the standard 2.9% rate if the Merchant failed to notify their customized rate in a timely manner.
The Integration Channel Billing Matrix: The gross optimization software fee collected directly via the Integration Platforms into Company's platform balance is structurally executed and contractually recognized based on the channel origin classification:
A. Direct Merchant Integration (Direct Channel): If the software infrastructure is deployed directly to an independent corporate enterprise without third-party enterprise platform mediation, the gross optimization software fee billed to the Client is 56% of net savings + $0.20 per transaction. The Client retains the remaining 44% of net savings − $0.20 per transaction in its core operating account.
B. ERP / Partner Network Integration (Indirect Channel): If the software infrastructure is deployed via an integrated software vendor or an ERP network partner, the gross optimization software fee billed to the Client is 80% of net savings + $0.20 per transaction. This gross fee constitutes 100% independent software revenue owned exclusively by the Company. Client acknowledges and agrees that the remaining 20% of net savings − $0.20 per transaction is retained by the Client as its net optimized savings, and that Company may independently and at its sole commercial discretion distribute an outbound commercial referral commission or marketing affiliate payout equivalent to 30% of the net savings to the facilitating ERP/Platform Partner from Company's own corporate funds.
4. ALGORITHMIC ERRORS, MISCLASSIFICATION & RECONCILIATION
Automated Assignment Validity: Client acknowledges that the Integration Channel (Direct or Indirect) and subsequent gross fee tiers are determined automatically via asynchronous programmatic scanning vectors and internal network flags. The fee tier reflected within the Client's dashboard or system environment shall be deemed valid, binding, and active upon deployment.
Misclassification and Discrepancies: In the event that the software infrastructure misclassifies the Integration Channel, miscalculates net savings metrics, or errors in internal referral ledger tracking due to API anomalies or code exceptions, Client agrees that such occurrences do not constitute a breach of contract or financial default by Company.
Unilateral Right to Correct: Company retains the absolute, unilateral right to manually review account metadata, reclass integration vectors, audit ledgers retroactively, and adjust system variables within Company's databases to align the account with its true operational parameters.
Retroactive Ledger Adjustments (True-Up): If a miscalculation or misclassification results in an under-billing or over-billing event, Company will execute automated ledger reconciliation adjustments in subsequent monthly billing cycles to balance the true realized interchange metrics to their correct status. Client waives any right to dispute automated charges that fall within the scope of these corrective reconciliation periods.
5. SERVICE DISCRETION & AUTOMATED PURGING
Volume Threshold Requirement: Company reserves the absolute right to evaluate Client's historical transaction volume asynchronously upon node connection across any connected Integration Platform.
Automated Revocation: If Client's infrastructure fails to meet the minimum enterprise processing volume threshold of $1,000,000.00 USD per month required for stable routing optimization, Company reserves the right to automatically execute a silent data purge, revoke API access tokens, disconnect the node, and permanently delete all data records from its operational environment without prior notice or liability.
6. NO-LIABILITY FOR OPERATIONAL DISRUPTIONS AND OUTAGES
Best-Effort "Savings-Only" Infrastructure: Client explicitly acknowledges that the Proprietary Technology operates strictly as an auxiliary optimization layer designed to inject network data (Level 2 / Level 3 cascading payload structures). Because Company's revenue is derived solely from a percentage of successfully achieved net savings, Client agrees that a failure of the software engine to optimize any given transaction baseline does not constitute financial damages, loss of revenue, or operational harm to Client.
Algorithm and Software Disruption Disclaimer: Company provides its software nodes, routing scripts, and interfaces strictly on an "as-is" and "as-available" basis. Client accepts that algorithms are subject to operational anomalies, data-injection failures, or server-side outages. Under no circumstances shall Company be held liable for any processing delays, failed data-injections, or software downtime that causes the system to temporarily cease optimization routing.
Third-Party Networks and Gateway Outages: Company exercises zero control over the core networks of external entities. Company shall be held completely harmless and free of any liability in the event of downtime, connection throttling, protocol modifications, or system-wide outages originating from third-party networks, credit card rails, or integration platforms, including but not limited to Visa, Mastercard, American Express, Stripe, Shopify, Adyen, or custom enterprise ERPs.
Absolute Limitation of Financial Damages: In the unresolvable event that a court of competent jurisdiction finds Company liable for any operational disruption, Client explicitly agrees that Company's total collective liability for any and all claims, damages, or losses shall be strictly capped at and limited to the actual net optimization fees paid by Client to Company during the immediate thirty (30) days prior to the occurrence of the event causing liability.
7. GOVERNING LAW AND RESOLUTION OF DISPUTES
Jurisdiction: This Agreement shall be governed by, construed, and enforced strictly in accordance with the laws of the State of Florida, United States of America, without regard to its conflict of law principles.
Arbitration: Any dispute, controversy, or claim arising out of or relating to this contract, including its formation, interpretation, or breach, shall be settled by binding arbitration in the State of Florida, in accordance with the standard commercial arbitration rules of the American Arbitration Association (AAA). Client explicitly waives the right to participate in any class-action lawsuits, class-wide arbitration, or trial by jury against Company.
8. ENTIRE AGREEMENT AND SEVERABILITY
Final Agreement: This Agreement constitutes the entire and sole agreement between the parties regarding the software integration and optimization services. It supersedes and replaces all prior or contemporaneous discussions, WhatsApp messages, Slack communications, emails, verbal promises, or preliminary agreements. No modification to this agreement shall be valid unless executed in writing by Company.
Severability: If any provision of this Agreement is found by an arbitrator or court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
PRIVACY POLICY
This Privacy Policy explains how Abara Solutions LLC ("Company," "we," "us"), which operates the OptiNet Flow service ("Service"), handles personal information. By using this site or submitting the application form, you agree to this Policy. If you do not agree, please do not use the site.
1. Information we collect. When you apply for access, we collect the information you submit: your name, work email, company name, payment platform, and monthly processing volume range. We also automatically collect basic technical data (such as IP address and browser type) when you visit the site.
2. How we use it. We use this information solely to assess enterprise eligibility, to contact you about your application, and to provide, operate, and secure the Service. We do not use it for third-party advertising.
3. Payments and processors. OptiNet Flow operates on a zero-custody basis: we never hold or move your funds. Account authorization and payment processing are handled by third-party platforms (such as Stripe, Shopify, and other authorized integration platforms) under their own terms and privacy policies. We rely on service providers such as Stripe and our cloud host (Amazon Web Services) to operate the Service; they process data only on our behalf and under contract.
4. Sharing. We do not sell or rent your personal information. We share it only with the service providers described above, with professional advisors, in connection with a business transfer, or where required by law.
5. Retention. We keep your information only as long as needed for the purposes described above or as required by law, and we delete or anonymize it afterward.
6. Security. We use reasonable technical and organizational measures, including encryption in transit, to protect your information. No method of transmission or storage is 100% secure.
7. Your general rights. You may request access to, correction of, or deletion of your personal information at any time by emailing info@optinetflow.com. We will respond within a reasonable time.
8. Your rights in the European Economic Area and the UK (GDPR). If you are located in the EEA or the UK, you have the right to access, rectify, erase, restrict, or object to the processing of your personal data, and the right to data portability. Our legal bases for processing are: (a) your consent, which you may withdraw at any time; (b) the performance of a contract or steps taken at your request before entering into one; and (c) our legitimate interests in evaluating applications and operating the Service. You also have the right to lodge a complaint with your local data protection authority. Where we transfer data outside the EEA/UK (for example, to providers in the United States), we rely on appropriate safeguards such as Standard Contractual Clauses. To exercise any right, email info@optinetflow.com.
9. Your rights in California (CCPA/CPRA). If you are a California resident, you have the right to know what personal information we collect and how we use it, the right to request access to and deletion of that information, the right to correct inaccurate information, and the right not to be discriminated against for exercising these rights. We do not sell or share your personal information as those terms are defined under California law, and we do not process it for cross-context behavioral advertising. To exercise your rights, email info@optinetflow.com; we will verify your request before responding.
10. Children. The Service is intended for businesses and is not directed to individuals under 18. We do not knowingly collect personal information from children.
11. Changes. We may update this Policy from time to time; the "Last updated" date above will reflect any changes. Material changes will be posted on this page.
12. Contact. Abara Solutions LLC — OptiNet Flow. For any privacy question or request, email info@optinetflow.com.
Operated by Abara Solutions LLC. Questions: info@optinetflow.com