Updated 2.7.25
AccelPay grants retailers a limited, nonexclusive and nontransferable right to access and use the AccelPay Platform for internal business purposes during the agreement term. The platform includes standard updates but excludes paid upgrades or additional features.
Retailers cannot provide platform access to non-employees or contractors. Prohibited activities include reverse engineering, modifying, copying, distributing, hacking, or removing proprietary notices. Retailers must prevent unauthorized access and comply with all applicable laws and documentation.
AccelPay owns consumer purchasing data collected through the platform ("AccelPay Data"). Retailers receive a nonexclusive license to use this data solely for fulfilling qualifying purchases. Inventory data is explicitly excluded from AccelPay Data ownership.
Retailers grant AccelPay a nonexclusive, non-sublicensable right to use retailer trademarks in marketing materials, brand sites, and confirmation emails. Retailers retain all rights to their marks; AccelPay receives only expressly granted rights.
AccelPay retains all rights to the platform, improvements, updates, and related intellectual property. Retailers receive only the expressly granted rights in the agreement.
AccelPay receives a royalty-free, fully paid up, worldwide, transferable, sublicensable, irrevocable, perpetual license to retailer feedback and any derivative works created from it.
Retailers must provide AccelPay with access information for fulfillment and delivery platforms (Shopify, Shipstation, Doordash, UberEats, Postmates) and represent they have rights to grant such access.
Retailers must provide accurate, updated inventory information and pricing in AccelPay's specified format and frequency. All qualifying purchases require retailer approval or rejection.
Retailers must:
Retailers are responsible for reshipment fees and mispick (incorrect item) replacements. They cannot hold AccelPay or brands responsible for compliance issues related to order fulfillment.
AccelPay uses reasonable efforts to display inventory data accurately. Consumers receive and must agree to AccelPay's terms of service, privacy policy, and applicable retailer terms.
AccelPay aims for 99% uptime and 1-hour response time for support issues, using industry-standard efforts to minimize errors and interruptions. The platform may be temporarily unavailable for scheduled or emergency maintenance with advance notice when possible.
During the agreement term and for 6 months after termination, retailers cannot solicit AccelPay clients to leave the platform or conduct direct online marketing/fulfillment outside of it. Violations result in immediate termination and damages equal to 5 times the client's annual value to AccelPay. Retailers also cannot advertise AccelPay clients' products at lower prices than preferred DTC pricing without written approval.
AccelPay pays retailers within a commercially reasonable timeframe following product delivery.
Retailers pay AccelPay transaction fees as specified in the order. Unless stated otherwise, AccelPay provides monthly invoices within 30 days of month-end, due within 30 days. Late payments incur 1.5% monthly interest or the highest legal rate permitted.
All amounts are exclusive of sales, use, and other taxes. AccelPay, functioning as a Marketplace Facilitator, handles tax remittance to relevant authorities.
The initial term follows the order specifications. Thereafter, the agreement automatically renews for equal periods unless either party provides 60 days' written non-renewal notice.
Either party may terminate for any reason with 30 days' prior written notice. Upon termination, all platform rights cease immediately, retailers must stop using the platform, and both parties must return or destroy confidential information.
Upon expiration or termination, the following sections survive: intellectual property provisions, confidentiality, representations and warranties, limitations of liability, indemnification, general terms, and payment terms.
Confidential Information includes data marked or identified as confidential within 30 days of disclosure. Business plans, strategies, technology, customers, billing records, and products are deemed confidential even if unmarked. The AccelPay Platform and AccelPay Data are confidential.
Information is not confidential if: (a) known to the recipient before disclosure, (b) received from a non-obligated source, or (c) becomes publicly known except through breach.
Both parties use confidential information solely to perform agreement obligations. Neither discloses confidential information to third parties without written consent, except to employees, advisors, and professionals bound by confidentiality agreements, or as required by law with prior notification and opportunity to contest.
Parties exercise due care protecting information. Breaches entitle non-breaching parties to seek injunctive relief. Parties must promptly notify of violations.
Both parties represent they have authority to enter the agreement, execution doesn't violate other obligations, the agreement is legal and binding, and they'll perform in compliance with applicable laws and regulations, holding required licenses.
AccelPay disclaims responsibility for brand or product quality, safety, or legality. AccelPay does not make any guarantees around the brands or the products produced by those brands. The platform is provided "as-is" with no warranties of error-freedom or uninterrupted operation. All other express or implied conditions, representations, and warranties are excluded. All parties disclaim implied warranties of merchantability, fitness for purpose, quality, accuracy, title, and non-infringement.
Except for breaches of platform access terms, confidentiality breaches, or indemnification obligations, neither party is liable for special, indirect, incidental, or consequential damages, lost data, lost profits, or lost revenue, whether in contract, tort, or otherwise.
Except for the same carve-outs, neither party's liability exceeds aggregate fees paid during the preceding 12 months. This limitation is cumulative, not per incident.
Each liability limitation and disclaimer allocates risks and is severable, applying even if essential purposes fail.
AccelPay defends retailers against third-party intellectual property infringement claims arising from authorized platform use and indemnifies them for damages and attorneys' fees. This doesn't apply to claims from unauthorized modifications, combinations with other products where the platform alone wouldn't infringe, or improper use.
If platform use becomes subject to infringement claims, AccelPay may procure continued use rights, replace/modify the platform, substitute an equivalent, or terminate the agreement. This section states AccelPay's entire obligation and retailer's sole remedies regarding third-party intellectual property claims.
Retailers defend AccelPay against claims arising from: (a) platform use violating the agreement, (b) retailer marks, and (c) retailer's violation of applicable laws, including alcohol beverage sales and distribution laws. Retailers indemnify AccelPay for resulting damages and attorneys' fees.
Indemnified parties provide prompt written notice of claims. Indemnified parties cooperate at the indemnifying party's expense and may participate at their own expense with counsel of their choice. Settlements require both parties' written consent, not unreasonably withheld or delayed.
AccelPay may list retailer names and marks on its website and marketing collateral. Retailers cannot export the platform or related items in violation of U.S. Department of Commerce, Treasury Office of Foreign Assets Control, or other government restrictions.
If any agreement provision is unenforceable, it is limited or eliminated minimally so the agreement remains in effect. Neither party may assign without written 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.
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 attorneys' 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. Upon Force Majeure events, affected parties provide written notice describing cause, effect, and anticipated duration.
The agreement is governed by New York law without regard to its conflict of law provisions. All disputes are subject to exclusive jurisdiction of New York state and federal courts. Retailers waive jurisdictional, venue, or inconvenient forum objections.
Retailers acknowledge that unauthorized platform use may cause irreparable harm to AccelPay for which there is no adequate legal remedy.
Questions about these Terms? Contact us at support@accelpay.io.