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.
In these Terms, “Nayaa” and “Brand” each mean NAYAA Spirits Inc.
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 is six (6) months, beginning on the effective date per the Order document. The agreement will automatically renew for successive six (6) month terms unless either party provides written non-renewal notice at least thirty (30) days before the end of the then-current term.
Nayaa may not terminate this agreement prior to the end of the then-current term for convenience. Either party may terminate for material breach that remains uncured thirty (30) days after written notice. Nayaa remains responsible for all SaaS fees and outstanding bills through the end of the then-current term. Nayaa may export Brand Data at any time during the term and up to 90 days after expiration. AccelPay may delete remaining data post-termination at its discretion.
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: (a) breach of the service use restrictions in Section 1; (b) breach of the confidentiality obligations in Section 6; and (c) those indemnification obligations expressly identified as uncapped in the Liability Cap provision below.
Except as expressly stated below, each party's total aggregate liability arising out of or related to this agreement is capped at the aggregate fees paid or payable by Nayaa during the then-current term and the immediately preceding term as at the event giving rise to the claim.
Subject to the cap. For the avoidance of doubt, the Mutual Indemnification obligations in Section 9 and AccelPay's obligations under “AccelPay Indemnification” in Section 9 are each subject to a cap equal to two times (2x) the aggregate fees paid or payable by Nayaa during the then-current term and the immediately preceding term as at the claim. This 2x cap applies reciprocally to both parties in respect of the Mutual Indemnification obligations.
Not subject to the cap. The cap does not apply to: (a) Nayaa's obligations under “Nayaa Indemnification” in Section 9, being service misuse, Nayaa Marks and Sites, product defects and product liability, and alcohol law violations; (b) either party's breach of the confidentiality obligations in Section 6; (c) Nayaa's breach of the service use restrictions in Section 1; and (d) Nayaa's payment obligations under Section 4.
Each limitation provision independently allocates risk and applies even if essential purposes fail.
Each party will defend the other against third-party claims arising from: (a) its own material breach of this agreement; (b) its own gross negligence or willful misconduct; (c) its own violation of applicable law, including alcohol beverage, payments and privacy laws; and (d) its own infringement or misappropriation of a third party's intellectual property. The indemnifying party will pay damages finally awarded and reasonable attorney fees.
Cap on indemnity. The Mutual Indemnification obligations above are subject to a cap of two times (2x) the fees for the then-current and immediately preceding term, as set out in Section 8, and that 2x cap applies equally to both parties. AccelPay's indemnification obligation is subject to the same 2x cap. The Nayaa Indemnification obligations below are not subject to any cap.
In addition to the mutual obligation above, AccelPay defends Nayaa against third-party infringement claims arising from Nayaa's authorized use of the service 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.
In addition to the mutual obligation above, Nayaa defends AccelPay against claims arising from: (a) service misuse, (b) Nayaa Marks and Sites (excluding embedded tools), (c) product defects and product liability, and (d) alcohol law violations, including damages and reasonable attorney fees.
Brand shall bear no penalty, fine, damages, or indemnification obligation of any kind arising from or relating to the AccelPay Services, including any act, omission, error, delay, or failure of AccelPay, its retailer partners, or its fulfillment partners. Brand's indemnification obligations are limited exclusively to matters within Brand's own control as set forth above.
This paragraph controls over any contrary provision of this Agreement, including the “Fulfillment Fees & Damage” and “Reshipment & Expedited Shipping” provisions of Section 4.
Each indemnified party must provide the other with prompt written notice of any action for which indemnity is sought. Both parties will cooperate in the defense, and the indemnified party may participate at its own expense. Settlements require the written consent of both parties. This procedure applies equally to each party in its capacity as indemnifying and indemnified party.
Exclusivity under this Agreement applies solely to the checkout technology used on Brand's website. It shall not apply to any other channel, technology, product, entity, or activity, including without limitation retail, on-premise, wholesale, distributor, marketplace, or third-party delivery channels; non-alcoholic products; entities other than NAYAA Spirits Inc; or sales outside the United States.
Accordingly, and as the sole restriction imposed by this Section, during the Term Nayaa will not install, integrate, or contract for any third-party white-label e-commerce checkout plug-in, application, or embedded storefront on Nayaa's own website that enables direct-to-consumer sales of Nayaa's alcohol products in the United States through licensed retailers, where that functionality is substantially similar to the Services.
This restriction applies only to Nayaa's own United States website(s). For clarity, nothing in this Section restricts Nayaa from: (a) operating its own native checkout and payment processing, including Shopify Checkout, Shop Pay, Stripe, PayPal and similar payment services; (b) selling through third-party marketplaces or retailer-operated websites, including ReserveBar, Instacart, Gopuff, DoorDash, Amazon, or any licensed retailer's own site; (c) selling through wholesale, distributor, retail or on-premise channels; (d) selling non-alcohol products, including merchandise, apparel and accessories, by any means; (e) selling outside the United States; or (f) continuing any integration in place as of the Effective Date and disclosed to AccelPay in writing.
This Section applies solely to NAYAA Spirits Inc, and does not apply to any other entity, including Nayaa's affiliates, parent or subsidiaries.
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.