Terms of Service
Effective date: April 15, 2025 · Accel Express LLC (“AccelEx”)
1. Service Definition & Outputs
AccelEx provides an enterprise workflow intelligence platform that transforms unstructured inputs (documents, images, audio, messages) into validated, decision-ready structured outputs (“Work Units”). Work Units include but are not limited to: resolved invoice objects, contract risk assessments, classified support cases, compliance records, or other domain-specific business decisions. AccelEx sells completed, validated business work units, not raw inference or generic processing. Each Work Unit includes confidence scoring, provenance traces, and audit logs. Customer acknowledges that outputs are deterministic within defined confidence thresholds and are intended for supervised automation or direct insertion into Customer’s enterprise systems.
2. Account & Access
Customer must provide accurate, complete registration information and maintain security of API credentials. Customer is responsible for all activities under its account, including any use by employees, contractors, or third parties. AccelEx reserves the right to suspend access if credentials are compromised or if the Service is used in violation of these Terms. Each account corresponds to a legal entity; sharing credentials across distinct legal entities is prohibited unless explicitly authorized in writing.
3. Use of Service & Acceptable Use
Customer may use the Service solely for lawful internal business purposes. Customer shall not: (i) reverse engineer, decompile, or attempt to extract source code from the Service; (ii) use the Service to develop a competitive offering; (iii) transmit any malicious code, malware, or content that violates applicable laws; (iv) bypass rate limits or access restrictions; (v) use the Service to process data that infringes third-party rights or contains illegal material. Any violation may result in immediate termination. The Acceptable Use Policy is incorporated by reference.
4. Data Processing & Privacy
Customer retains all ownership of input data and outputs generated via the Service. By submitting data, Customer grants AccelEx a limited right to process the data solely to provide the Service, including any required storage, transformation, and auditing. AccelEx does not use Customer data to train or improve underlying models without explicit written opt-in. All processing is subject to the Privacy Policy and, where applicable, the Data Processing Addendum (DPA). For customers subject to GDPR, the DPA forms part of these Terms. AccelEx implements encryption at rest (AES-256) and in transit (TLS 1.2+). Data retention periods are defined in the applicable pipeline configuration; upon termination, data is deleted in accordance with the retention schedule unless legal hold applies.
5. Fees & Payment
Pricing is based on completed Work Units (e.g., per invoice resolved, per contract processed, per case closed). Fees are described in the applicable ordering document or pricing page. Unless otherwise agreed, all fees are due within thirty (30) days of invoice and are non-refundable except as expressly set forth. Late payments incur interest at 1.5% per month or the maximum permitted by law. Customer is responsible for all taxes, duties, and levies (excluding taxes based on AccelEx’s net income). If Customer exceeds usage limits, overage fees will apply as specified in the pricing schedule.
6. Confidentiality
Each party agrees to protect the other’s Confidential Information (non-public business, technical, or financial information disclosed in connection with the Service). Confidential Information does not include information that is publicly available, independently developed, or rightfully received from a third party. Neither party may disclose the other’s Confidential Information except to employees or advisors with a need to know who are bound by confidentiality obligations. AccelEx’s Confidential Information includes pricing, pipeline specifications, and internal performance metrics. Customer’s Confidential Information includes input data, outputs, and internal workflow designs.
7. Intellectual Property Rights
AccelEx retains all right, title, and interest in the Service, including the platform, pipelines, pre-built workflows, APIs, SDKs, documentation, and any derivative works. Customer retains all rights to its data and the structured outputs generated exclusively from Customer’s data. Feedback provided by Customer may be used by AccelEx to improve the Service without restriction or payment. Nothing in these Terms transfers ownership of either party’s IP. AccelEx’s trademarks, logos, and “✦ AccelEx” mark may not be used without prior written consent.
8. Warranties & Disclaimers
Limited Warranty: AccelEx warrants that the Service will materially conform to the applicable documentation under normal use. Customer’s sole remedy for breach of this warranty is re-performance of affected Work Units or, at AccelEx’s discretion, a refund of fees paid for non-conforming units. Disclaimer: EXCEPT AS EXPRESSLY PROVIDED, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” ACCELEX DISCLAIMS ALL OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ACCELEX DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ALL OUTPUTS WILL BE ACCURATE OR COMPLETE. CUSTOMER REMAINS RESPONSIBLE FOR FINAL BUSINESS DECISIONS BASED ON WORK UNITS.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION). EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO ACCELEX DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Indemnification
By Customer: Customer agrees to indemnify, defend, and hold harmless AccelEx from any third-party claims arising from Customer’s data, violation of these Terms, or unlawful use of the Service. By AccelEx: AccelEx will indemnify Customer against third-party claims alleging that the Service infringes a US patent, copyright, or trade secret, provided Customer promptly notifies AccelEx and grants sole control of the defense. If the Service is likely to become subject to such claim, AccelEx may modify or replace the infringing component or terminate the Service with a refund of prepaid fees.
11. Termination & Suspension
Either party may terminate these Terms for material breach if the breach remains uncured thirty (30) days after written notice. AccelEx may suspend access immediately if Customer’s use poses a security risk, violates applicable law, or may cause harm to AccelEx or third parties. Upon termination: (i) Customer shall cease all use of the Service and API; (ii) AccelEx will delete Customer data within sixty (60) days unless a legal hold applies; (iii) any outstanding fees become immediately due. Sections concerning confidentiality, IP ownership, limitations of liability, indemnification, and dispute resolution survive termination.
12. Service Level & Support
AccelEx makes commercially reasonable efforts to maintain uptime as described in the SLA. Support is provided via the Support Portal during business hours (9:00–18:00 ET, Monday–Friday) for standard tiers; enterprise customers receive 24/5 support. Response times vary by plan, as detailed in the applicable service order. AccelEx reserves the right to change support features with reasonable notice.
13. Modifications to Terms
AccelEx may update these Terms from time to time. Material changes will be communicated via email or dashboard notice at least thirty (30) days before the effective date. Continued use of the Service after the effective date constitutes acceptance of the revised Terms. If Customer objects to a material change, Customer may terminate the agreement within thirty (30) days of notice and receive a pro-rata refund of prepaid fees.
14. Governing Law & Dispute Resolution
These Terms shall be governed by the laws of the State of Florida, without regard to conflict of law principles. Any dispute arising out of these Terms shall be resolved exclusively in the state or federal courts located in Pinellas County, Florida. The parties consent to personal jurisdiction there. For disputes involving unpaid fees exceeding $10,000, either party may elect binding arbitration under JAMS rules, conducted in St. Petersburg, Florida. The prevailing party in any dispute is entitled to recover reasonable attorneys’ fees and costs.
15. General Provisions
Entire Agreement: These Terms, together with any Order Forms, DPA, and referenced policies, constitute the entire agreement between the parties. Assignment: Customer may not assign these Terms without written consent, but AccelEx may assign to an affiliate or successor in connection with a merger or acquisition. Severability: If any provision is held invalid, the remainder shall continue in full force. No Agency: Nothing creates a partnership, agency, or employment relationship. Force Majeure: Neither party is liable for delays caused by events beyond reasonable control, including natural disasters, strikes, or internet disruptions. Notices: Legal notices to AccelEx should be sent to legal@accelexpress.com or the address above. Notices to Customer will be sent to the email associated with the account.
By using AccelEx, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. For any questions, contact contact@accelexpress.com.