AccelPay has developed proprietary SaaS platform and e-commerce tools for liquor brands to market products and collect consumer data. The platform connects consumers to licensed alcohol retailers where actual purchases occur.
AccelPay grants brands limited, nonexclusive rights to access the brand portal and embed customizable tools on brand-controlled websites during the agreement term, following documentation and reasonable instructions.
Brands cannot provide access to unauthorized parties, reverse engineer the service, create derivative works, rent or lease the service, use it for third-party benefit, hack or disrupt systems, or remove proprietary notices.
Brands own their consumer data and purchasing analytics. AccelPay receives a nonexclusive license to use this data for service delivery, product improvement, and creating anonymized aggregated data.
Brands grant AccelPay nonexclusive rights to use trademarks and logos in white-labeled checkout frames and consumer emails for qualifying purchases.
AccelPay retains all rights to the service, improvements, and intellectual property therein.
AccelPay receives royalty-free, perpetual rights to use any feedback provided by brands.
Brands must provide website/CMS platform access necessary for integration and warrant they possess rights to grant such access.
AccelPay will white-label checkout frames as mutually agreed. Consumers must accept AccelPay's terms and privacy policy. AccelPay uses reasonable efforts for accurate inventory display and will include at least two unaffiliated retailers per jurisdiction where available. Retailers may reject purchases without penalty to consumers or transaction fees to AccelPay.
AccelPay targets 99% uptime with 1-hour support response time, though scheduled and emergency maintenance may cause temporary unavailability.
Brands pay fees per the Order document with specified payment terms. Late payments accrue 1.5% monthly interest (or maximum legal rate) plus collection expenses. Unpaid amounts after seven days may result in platform access suspension.
Brands are responsible for all taxes except income taxes on AccelPay. Sales and use taxes for individual purchases are the consumer's responsibility based on sale location.
Brands bear costs for transit damage, defective products, and lost/stolen orders. Fulfillment partners cover damages from improper packing.
Brands are solely responsible for addressing product quality issues and associated costs.
Consumers may be charged these fees. When issues aren't customer-caused, AccelPay may apply charges without prior brand notice.
Fulfillment partners bear all costs for incorrect item shipments.
The initial term begins on the effective date per the Order document. Thereafter, automatic renewals occur unless either party provides 90 days' non-renewal notice.
Either party may terminate for any reason with 90 days' notice after a minimum 90-day post-launch period. Brands may export Brand Data before termination. AccelPay may delete remaining data post-termination at its discretion. Brands remain responsible for SaaS fees and outstanding bills for 90 days post-termination notice (or for renewal term minimums).
Sections addressing data use, Brand Marks, AccelPay Service, feedback, fees, termination effects, confidentiality, representations, disclaimers, limitation of liability, indemnification, and general provisions survive termination.
Confidential Information includes marked information, information identified as confidential within 30 days, and business plans, strategies, technology, R&D, customers, billing records, and products (whether marked or not).
Exceptions include information known before disclosure, independently learned information, and publicly available information through no breach.
Parties must use confidential information solely to perform agreement obligations and may not disclose it without consent, except to employees, advisors, and professional representatives with confidentiality obligations, or as legally required (with prior notice when possible).
Breaches entitle non-breaching parties to injunctive relief. Parties must promptly notify of confidentiality violations.
Each party warrants it has authority to enter the agreement, that execution doesn't violate other obligations, the agreement is legally binding, and it will comply with applicable laws including holding required licenses.
AccelPay sends orders to retailers for acceptance or rejection and does not guarantee accurate inventory representation or order fulfillment. AccelPay makes no warranties about retailer suitability except as expressly stated. The service is provided "as-is" with no warranty of error-free operation or uninterrupted service. All implied warranties are disclaimed to the extent allowed by law.
Neither party is liable for special, indirect, incidental, or consequential damages, lost data, lost profits, or lost revenue, except for breaches of service use restrictions, confidentiality obligations, or indemnification duties.
Liability is capped at aggregate fees paid in the preceding 12 months, except for excluded breach categories above.
Each limitation provision independently allocates risk and applies even if essential purposes fail.
AccelPay defends brands against third-party infringement claims arising from authorized service use and pays awarded damages and reasonable attorney fees. Exceptions apply for unauthorized modifications, incompatible combinations, or improper use. AccelPay may procure continued use rights, modify the service, substitute equivalents, or terminate the agreement.
Brands defend AccelPay against claims arising from: (a) service misuse, (b) Brand Marks and Sites (excluding embedded tools), (c) product defects/liability, and (d) alcohol law violations, including damages and attorney fees.
Indemnified parties must provide prompt written notice of actions. Both parties cooperate in defense, with indemnified parties participating at their own expense. Settlements require written consent from both parties.
During the agreement term, brands and affiliates cannot enter agreements to purchase, subscribe to, or obtain access to other e-commerce checkout technologies for U.S. website sales.
AccelPay may identify the brand in marketing collateral. Brands cannot export the platform or related materials in violation of U.S. Department of Commerce, Treasury, or other restrictions.
If any agreement provision is unenforceable, it is limited or eliminated minimally while preserving the agreement. Neither party may assign without consent, except to business successors through merger, asset sale, stock sale, or reorganization. Unauthorized assignments are void.
This agreement is the complete, exclusive mutual understanding, superseding all prior agreements. Modifications require both parties' written signatures. In conflicts between the Order and these Terms, the Terms govern unless expressly stated otherwise in the Order.
No agency, partnership, joint venture, or employment results from this agreement. No party has authority to bind the other. Prevailing parties in enforcement actions recover costs and attorney fees.
All notices are written and sent to Order-specified addresses, deemed delivered when: personally delivered; electronically confirmed if by facsimile or email; the day after sending for overnight delivery; upon receipt if certified/registered mail with return receipt requested.
Parties are excused from performance prevented by causes beyond reasonable control without fault or negligence, including acts of God, war, epidemics, fire, communication failures, power failures, earthquakes, floods, or natural disasters (excluding financial condition or internal labor problems).
Force Majeure delays automatically extend deadlines for equal periods. If non-performance continues 30 days or more, either party may terminate by written notice.
The agreement is governed by New York law without regard to conflict of laws provisions. All disputes are subject to exclusive jurisdiction of New York state and federal courts. Brands waive jurisdictional, venue, or inconvenient forum objections.
Brands acknowledge that unauthorized platform use may cause irreparable harm to AccelPay for which there is no adequate legal remedy.
AccelPay commits to a safe, respectful environment. Abusive, threatening, or harassing communications toward staff are not tolerated. AccelPay may cancel orders, restrict transactions, or terminate support if communications create unsafe environments, at its sole discretion. Users agree to communicate respectfully.
Questions about these Terms? Contact us at support@accelpay.io.