ClayTools.ai Caravan License Agreement

1. Definitions

"Association" or "you" means the organization named in the Acceptance Record that accepts this Agreement through its authorized signer.

"Caravan" or the "Service" means the ClayTools.ai Caravan software, including its web application, participant and sponsor features, hosted data, and related updates and support.

"Users" means your staff, volunteers, members, coordinators, participants, and sponsors whom you allow to use the Service.

"Your Data" means information you or your Users submit to the Service, such as listings, routes, participant and sponsor details, and images.

2. License Grant

Subject to this Agreement and payment of the fees, we grant you a non-exclusive, non-transferable, non-sublicensable license during the term to access and use the Service, and to allow your Users to do so, for your association's own caravan and tour events.

We keep all rights, title, and interest in the Service, including all software, designs, and improvements. No rights are granted except those stated in this Agreement.

3. Fees and Pricing

You will pay the monthly license fee shown at checkout and in the Acceptance Record. The 12-month contract rate is lower than the month-to-month rate in exchange for the 12-month commitment, and it is billed monthly.

Your fee stays at the rate you accepted for the current term. Price changes apply only to new checkouts, and we will give you at least 30 days' written notice before any new rate applies to a renewal term.

4. Term, Renewal, and Cancellation

The initial term is 12 months from the Effective Date. After that, this Agreement automatically renews for successive 12-month terms unless the Association gives written notice of non-renewal at least 30 days before the end of the current term.

Notice of non-renewal may be given by email to clay@clayduncan.com. Notice is effective on the date it is sent. ClayTools.ai will reply to acknowledge receipt. The Association should keep a copy of its sent email as proof of notice.

This is a 12-month commitment. If you cancel before the end of a term, you remain responsible for the monthly fees for the rest of that term, which we may continue to bill on the regular schedule. We may waive this in writing.

Either party may end this Agreement if the other materially breaches it and does not cure the breach within 30 days after written notice. If we end it for our breach, or stop offering the Service, we will refund any prepaid fees for the period after the end date and no further fees will be owed.

When this Agreement ends, your license ends, and Sections 6 (data export), 9, 10, 11, 12, 13, and 14 continue to apply.

5. Payment

Fees are billed monthly in advance in U.S. dollars to the payment method you provide through our payment processor (Stripe). You authorize recurring charges for the fees as they come due until this Agreement ends.

If a payment fails, we may retry the charge and notify you. If fees remain unpaid for 15 days after notice, we may suspend the Service until the account is current.

Fees do not include taxes. You are responsible for any sales, use, or similar taxes, other than taxes on our income.

Sponsor payments that your association collects through the Service are processed by Stripe to your own connected Stripe account and are separate from the license fees in this Agreement.

6. Your Data and Privacy

You own Your Data. You grant us a limited license to host, copy, process, and display Your Data only as needed to provide, secure, and support the Service.

We use reasonable administrative, technical, and physical safeguards to protect Your Data. We do not sell Your Data.

You are responsible for having the rights and any consents needed to submit Your Data, including contact details of participants and sponsors, and for using any messaging features in line with applicable law.

For 30 days after this Agreement ends, you may request an export of Your Data. After that period we may delete it, except where the law requires us to keep it.

7. Acceptable Use

You and your Users will not: (a) use the Service for unlawful, misleading, or harassing purposes or to send unsolicited messages; (b) upload malicious code or content you have no right to share; (c) try to gain unauthorized access to the Service or other accounts, or interfere with its operation; (d) copy, resell, sublicense, or reverse engineer the Service except as the law expressly permits; or (e) share login credentials outside your association.

You are responsible for your Users' activity and for keeping account credentials secure. We may suspend access that we reasonably believe violates this section, and will tell you when we do.

8. Support and Changes

We provide reasonable email support and work to keep the Service available, but we do not guarantee uninterrupted service. We may improve or change features as long as the core functionality of the Service is not materially reduced during your current term.

9. Confidentiality

Each party will keep the other's non-public business information confidential and use it only to perform under this Agreement, except where disclosure is required by law.

10. Warranty Disclaimer

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR THAT ANY EVENT RESULT WILL BE ACHIEVED.

11. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY.

EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU UNDER THIS AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITS DO NOT APPLY TO YOUR OBLIGATION TO PAY FEES OR TO A PARTY'S FRAUD OR WILLFUL MISCONDUCT.

12. Indemnity

You will defend and indemnify us against third-party claims arising from Your Data or from your or your Users' violation of Section 7 or of applicable law.

13. Governing Law

This Agreement is governed by the laws of the State of Alabama, without regard to its conflict-of-law rules. The state and federal courts located in Alabama have exclusive jurisdiction over any dispute arising from this Agreement.

14. General

This Agreement, together with the Acceptance Record and the plan and price shown at checkout, is the entire agreement between the parties about the Service and replaces any prior discussions.

You may not assign this Agreement without our written consent, except to a successor organization that takes over your association's operations. We may assign it to a successor to our business.

Notices to you go to the authorized signer's email in the Acceptance Record. Notices to us go to clay@clayduncan.com.

If any provision is unenforceable, the rest stays in effect. A failure to enforce a provision is not a waiver. Neither party is liable for delays caused by events beyond its reasonable control.

Accepting this Agreement electronically, by checking the agreement box and completing checkout, has the same effect as a handwritten signature.