Legal

Merchant Terms of Service

Last updated: November 2025

These Merchant Terms of Service (the “Agreement”) are entered into between Acelerate, Inc., a Delaware corporation (“Acelerate,” “Open,” “we,” “us,” or “our”), and the restaurant, café, or other business entity accepting this Agreement (“Merchant,” “you,” or “your”). This Agreement governs your access to and use of Acelerate’s products and services offered under the Open brand, including our web applications, marketing sites, loyalty programs, analytics dashboards, and related tools (collectively, the “Services”).

By accessing or using the Services, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not agree to these terms, do not access or use the Services.

Services

Acelerate provides software and technology tools that enable Merchants to:

create and manage branded ordering websites and marketing pages;
manage customer loyalty, CRM, and messaging campaigns;
access analytics and reporting dashboards; and
integrate with third-party point-of-sale (POS) systems such as Toast, Square, or Clover.

Acelerate may update, enhance, or discontinue parts of the Services at any time with reasonable notice where feasible.

Merchant Account

You must create an account to access the Services.
You agree to provide accurate and complete information and keep it up to date.
You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account.
You must promptly notify Acelerate of any unauthorized access or suspected breach.

Fees and Payment

Fees. Merchant agrees to pay all subscription, usage, and other applicable fees as specified in the order form, invoice, or pricing schedule agreed between the parties.
Billing. Unless otherwise stated, fees are billed monthly in advance and are non-refundable.
Late Payments. Overdue amounts may accrue interest at 1.5% per month (or the maximum allowed by law).
Taxes. Fees exclude applicable taxes; Merchant is responsible for all sales, use, or other taxes related to the Services (excluding taxes based on Acelerate’s income).
Third-Party Fees. Merchant is responsible for any third-party charges (e.g., POS providers, SMS carriers, or payment processors) incurred in connection with use of the Services.

Merchant Responsibilities

Merchant shall:

ensure all menu items, pricing, and promotional content provided through the Services are accurate and compliant with applicable laws;
honor all offers, discounts, and loyalty rewards it issues through the Services;
comply with all health, safety, labor, advertising, and consumer protection laws governing its operations;
obtain all necessary licenses and consents for the sale of food or goods; and
maintain a valid integration with its POS or ordering system if required for functionality.

Merchant is solely responsible for all transactions with its customers, including fulfillment, refunds, chargebacks, and customer service.

Data and Privacy

Customer Data. Merchant retains ownership of customer data (including order history, contact details, and loyalty information) collected through the Services. Merchant grants Acelerate a non-exclusive, worldwide, royalty-free license to use, process, transmit, and store such data as necessary to provide the Services and improve the Open platform.
Aggregated Data. Acelerate may use de-identified, aggregated data derived from Merchant activity for analytics, benchmarking, product improvement, and AI model training.
Privacy Policy. Use of the Services is also governed by Acelerate’s Privacy Policy, incorporated by reference.

Integrations and Third-Party Services

The Services may integrate with third-party platforms such as Toast, Meta, Google, or email providers.
Acelerate is not responsible for any unavailability, errors, or costs arising from third-party systems. Use of those platforms is governed by the third party’s own terms.

Phone Numbers, Messaging, and Customer Contacts
1. Ownership of Phone Numbers.
  Any phone numbers, short codes, toll-free numbers, or sender IDs provisioned or managed by Acelerate (the “Messaging Numbers”) in connection with the Services are and shall remain the sole property of Acelerate, Inc. Merchant receives a limited, non-transferable right to use the Messaging Numbers solely for communications conducted through the Open platform.
2. No Transfer or Porting.
  Merchant shall not attempt to port, transfer, reassign, or otherwise use the Messaging Numbers outside of the Open platform without Acelerate’s prior written consent. Any such attempt is void and may result in immediate termination of Services.
3. Customer Contact Data.
  Customer phone numbers, opt-ins, and message histories collected via the Services remain part of the Acelerate platform environment. Merchant may access and use such data only as permitted within the platform and in compliance with applicable privacy and marketing laws (including TCPA and CAN-SPAM).
4. Termination.
  Upon termination of this Agreement, Merchant’s access to Messaging Numbers and any associated message histories will cease. Acelerate is not obligated to transfer or provide copies of Messaging Numbers or related SMS data.
Intellectual Property

All intellectual property rights in the Services (including software, designs, databases, AI models, and documentation) are owned by Acelerate or its licensors.
Merchant owns its own brand assets, menu content, and data.
Nothing in this Agreement transfers ownership of any intellectual property from one party to the other.

Acelerate grants Merchant a limited, non-exclusive, non-transferable, revocable license to access and use the Services during the term of this Agreement.

Marketing and Trademarks

Merchant grants Acelerate the right to display Merchant’s name, logo, and trademarks for the limited purpose of identifying Merchant as an Open customer in marketing materials, case studies, and the Open website. Merchant may withdraw this permission by written notice.

Confidentiality

Each party agrees to protect the other’s confidential information using at least the same degree of care it uses to protect its own, and not to disclose such information except as required to perform obligations under this Agreement or as required by law.

Warranties and Disclaimers

The Services are provided “as is” and “as available.”
Acelerate disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.
Acelerate does not guarantee that the Services will be uninterrupted or error-free, or that results from the Services will meet Merchant’s expectations.

Indemnification

Merchant shall indemnify and hold harmless Acelerate, its affiliates, and their officers, directors, and employees from and against any claims, damages, liabilities, and expenses (including attorneys’ fees) arising from:

Merchant’s use of the Services;
Merchant’s breach of this Agreement; or
any claims by Merchant’s customers relating to orders, loyalty rewards, advertising, or communications.

Limitation of Liability

To the maximum extent permitted by law:

Acelerate’s total liability for all claims under this Agreement shall not exceed the total fees paid by Merchant to Acelerate in the six (6) months preceding the claim.
In no event shall Acelerate be liable for indirect, incidental, consequential, special, or punitive damages (including loss of profits, goodwill, data, or business interruption).

Term and Termination

This Agreement begins when you first access the Services and continues until terminated.
Either party may terminate upon 30 days’ written notice.
Acelerate may suspend or terminate access immediately for non-payment, material breach, or unlawful use.
Upon termination, all unpaid fees are immediately due and Merchant’s access to the Services will cease.
Sections 5, 7, 9, 10, 11, 12, and 14–16 survive termination.

Dispute Resolution and Arbitration

Informal Resolution. Before filing a claim, both parties agree to attempt to resolve disputes informally by contacting legal@acelerate.io.

Binding Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved by binding arbitration under the rules of JAMS in Los Angeles County, California. The arbitration will be conducted in English by a single arbitrator. Judgment on the award may be entered in any court having jurisdiction.

Class Action Waiver. Each party agrees that any dispute will be conducted solely on an individual basis and not in a class, collective, or representative action.

Governing Law. This Agreement is governed by the laws of the State of California, without regard to conflicts of law principles.

Publicity and Feedback

Any feedback or suggestions you provide about the Services may be freely used by Acelerate without restriction.
By providing feedback, you assign to Acelerate all rights to use it for any purpose.

General Terms

Entire Agreement: This Agreement constitutes the entire agreement between the parties concerning the Services and supersedes all prior agreements.
Assignment: Merchant may not assign or transfer this Agreement without Acelerate’s consent; Acelerate may assign freely.
Notices: Legal notices may be sent to legal@acelerate.io.
Severability: If any provision is invalid, the remainder will remain in effect.
Independent Contractors: The parties are independent contractors; this Agreement does not create a partnership or agency relationship.