Terms of Service & Master Agreement

1. Acceptance of Terms

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“User”, “Customer”, or “Partner”) and Opti Technologies, Inc. (“Opti”, “we”, or “us”). By accessing optpays.com, accessing our partner portals, consuming our REST APIs, or participating in the Opti matching network, you acknowledge that you have read, understood, and agree to be bound by these Terms.

If you represent a bank, credit union, merchant, or other corporate entity, you represent and warrant that you possess full corporate authority to bind that entity to these Terms.

2. Scope of Services & Platform Access

Opti operates a proprietary spend-matched offer infrastructure connecting merchants and financial institutions. Our platform provides offer onboarding workspaces, scoring engine feeds, and settlement reconciliation modules.

We grant authorized partners a revocable, non-exclusive, non-transferable, non-sublicensable license to access our platform solely for authorized business operations in accordance with these Terms and any executed Master Services Agreement (MSA).

3. Intellectual Property Rights & Trade Secrets

All intellectual property rights in and to the Opti platform—including without limitation our spend-weighted matching algorithms, scoring matrices, user interfaces, documentation, APIs, trademarks (including OptiPays), and code—are and remain the exclusive property of Opti Technologies, Inc. and its licensors.

No title, ownership, or intellectual property rights are transferred to any user under these Terms.

4. Acceptable Use & Anti-Scraping Restrictions

You strictly agree that you shall NOT:

Reverse engineer, decompile, disassemble, or derive the source code or underlying algorithms of the Opti Matching Engine.
Use any automated robot, spider, scraper, deep-link, or data gathering tool to access, monitor, or copy any portion of our platform or offer feeds.
Bypass or circumvent any authentication controls, rate limits, or network security perimeters.
Input any unencrypted Cardholder Personally Identifiable Information (PANs, CVVs, cardholder names) into any non-designated platform interface.
Sublicense, resell, lease, time-share, or commercially distribute Opti offer recommendations to unauthorized third-party brokers.

5. Disclaimer of Warranties (“AS IS”)

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE OPTI PLATFORM, MATCHING ENGINE, APIS, AND ALL CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

Opti explicitly disclaims all implied warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, and non-infringement. Specifically, Opti does not warrant that:

The services will be uninterrupted, error-free, timely, or completely secure from external cyber attacks.
Merchant offers will achieve specific cardholder conversion rates, incremental spend targets, or revenue returns.
Participating merchants will honor coupons, vouchers, or stay solvent at the time of cardholder redemption.

6. Strict Limitation of Liability

TO THE FULLEST EXTENT PERMISSIBLE BY LAW, IN NO EVENT SHALL OPTI, ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF DATA, REPUTATIONAL HARM, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES.

IN ALL CASES, OPTI’S TOTAL AGGREGATE LIABILITY ARISING UNDER OR RELATING TO THESE TERMS OR THE PLATFORM—WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE—SHALL BE STRICTLY LIMITED TO AND SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO OPTI IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR ONE HUNDRED UNITED STATES DOLLARS ($100.00 USD), WHICHEVER IS GREATER.

7. Indemnification

You agree to defend, indemnify, and hold harmless Opti Technologies, Inc., its corporate officers, directors, employees, and affiliates from and against any and all third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from:

Your breach of these Terms or violation of applicable financial or banking regulations.
Any merchant offer inaccuracies, cancellations, or inventory failures originating from your merchant account.
Your transmission of unauthorized or non-compliant consumer data to the platform.

8. Independent Relationship & Merchant-Bank Disputes

Opti functions solely as an enterprise technology intermediary. Opti is not a bank, not a credit card issuer, and not a retailer of merchant goods. All consumer redemption disputes, chargebacks, and refund claims remain strictly between the issuing financial institution, the cardholder, and the merchant.

9. Mandatory Binding Arbitration & Class Action Waiver

Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof shall be determined by final and binding individual arbitration administered under the Arbitration Rules of the Singapore International Arbitration Centre (SIAC) or the American Arbitration Association (AAA), rather than in court.

Class Action Waiver: YOU AND OPTI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

10. Governing Law & Severability

These Terms shall be governed by and construed in accordance with the laws of Singapore (or, for North American clients, the State of Delaware), without regard to its conflict of law principles. If any provision of these Terms is found to be unlawful, void, or unenforceable, that provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions.

Legal Notice Contact:
Opti Legal Department
Email: tech@optipays.com · hello@optpays.com