These Cloud Service Terms are entered into by and between Arialy Inc. d/b/a Clave AI, a Delaware corporation ("Clave", "Provider", "we", or "us"), and the entity accepting these terms ("Customer" or "you").
1. Acceptance of these Terms
1.1 Agreement Formation
These Cloud Service Terms, together with the Data Processing Agreement referenced in Section 6.1 (the "DPA"), any order details presented and accepted at checkout or in Customer’s account (each, an "Order"), and any policies referenced herein (collectively, the "Agreement") govern Customer’s access to and use of the Cloud Service. By clicking a box or button indicating acceptance, creating an account, or accessing or using the Cloud Service, Customer agrees to be bound by the Agreement as of that date (the "Effective Date"). If there is any inconsistency between an Order and these Cloud Service Terms, the Order will control for that Order.
1.2 Authority
The individual accepting the Agreement represents and warrants that they (a) are at least 18 years old; (b) have the legal power and authority to bind the Customer entity identified at signup and, where applicable, the franchise entity or entities that own or operate the Locations enrolled in the Cloud Service or control the integrations used with the Cloud Service; and (c) are entering into the Agreement on behalf of that entity and not as an individual consumer. The Cloud Service is offered for business use only.
1.3 Acceptance Records
Provider will maintain records of Customer’s acceptance, including the accepting individual’s name and email, the Customer entity, the date and time of acceptance, and the version of these Cloud Service Terms accepted, and the version of the DPA accepted. The Agreement may be accepted electronically, and electronic acceptance has the same force and effect as a physical signature.
2. The Cloud Service
2.1 Description
The "Cloud Service" is Clave, an AI system of action for QSR and multi-unit restaurant franchises that uses data from Customer’s operations, including historical and real-time transaction data, labor management, inventory management, and other integrations, to give franchisors and franchisees insights and take actions to increase revenue and lower costs via voice and chat AI.
2.2 Access and Use
During the Subscription Period and subject to the terms of the Agreement, Customer may (a) access and use the Cloud Service; and (b) copy and use the included Software and Documentation only as needed to access and use the Cloud Service, in each case, for its internal business purposes. If a Customer Affiliate enters into its own Order or accepts its own agreement with Provider, that creates a separate agreement between Provider and that Affiliate, where Provider’s responsibility to the Affiliate is individual and separate from Customer, and Customer is not responsible for its Affiliates’ agreement.
2.3 Support
During the Subscription Period, Provider will provide Technical Support as described in Section 15 (Service Levels & Support) and on the support page available in the Cloud Service.
2.4 User Accounts
Customer is responsible for all actions on Users’ accounts and for all Users’ compliance with the Agreement. Customer and Users must protect the confidentiality of their passwords and login credentials. Customer will promptly notify Provider if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised.
2.5 Feedback and Usage Data
Customer may, but is not required to, give Provider Feedback, in which case Customer gives Feedback "AS IS". Provider may use all Feedback freely without any restriction or obligation. In addition, Provider may collect and analyze Usage Data, and Provider may freely use Usage Data to maintain, improve, enhance, and promote Provider’s products and services without restriction or obligation. However, Provider may only disclose Usage Data to others if the Usage Data is aggregated and does not identify Customer or Users.
2.6 Customer Content
Provider may copy, display, modify, and use Customer Content only as needed to provide and maintain the Product and related offerings. Customer is responsible for the accuracy and content of Customer Content. In addition, Customer acknowledges and agrees that Provider may, in the course of providing its products and services, combine, aggregate, and/or integrate Customer Content received from across multiple sources, systems, accounts, or service modules maintained or operated by Provider on Customer’s behalf. Provider shall copy, display, modify, and use such combined data solely as permitted under the Agreement.
2.7 Anonymization and Benchmarking Use
Customer acknowledges and agrees that Provider may Deidentify, Aggregate, and/or Anonymize Customer Content such that it no longer identifies, or can reasonably be used to identify, Customer or any individual data subject (such resulting data, "Anonymized Data"). Provider may use, analyze, compile, and share Anonymized Data, and derivatives of Anonymized Data, for benchmarking, research, analytics, product development, industry reporting, and similar purposes, including sharing Anonymized Data with third parties. For the avoidance of doubt, Anonymized Data shall not be considered Customer Content, Personal Data, or Customer’s Confidential Information under the Agreement, and Provider shall retain all rights in and to Anonymized Data. Provider shall ensure that any anonymization process complies with all applicable data protection laws, including but not limited to any requirement that anonymization render the data not reasonably capable of re-identification.
3. AI Services
3.1 Using AI Services
The AI Services are part of the Product and subject to the Agreement as supplemented by this Section 3. Customer may use AI Services by providing Input. The AI Services may generate Output in response to Input. Provider may copy, display, modify, distribute, and use Input to the extent necessary to provide the AI Services as contemplated by this Section. Customer authorizes Provider to process Input for all such purposes.
3.2 AI Restrictions
Without limiting the restrictions contained elsewhere in the Agreement, Customer will not (and will not allow anyone else to): (a) use the AI Services for decision-making in a regulated industry or capacity without proper human oversight and review in compliance with Applicable Laws and applicable professional ethics, guidelines, and rules; (b) use the AI Services to violate, misappropriate, or otherwise infringe the intellectual property or other proprietary rights of others; or (c) falsely state that Output was created by a human.
3.3 No Model Training
Provider will not use Customer’s Inputs or Outputs to Train any Model. Subject to the foregoing, Provider may use Input and Output to provide, maintain, develop, and improve the AI System, provided that such usage does not constitute Training.
3.4 Ownership of Input and Output
As between the parties, Customer (a) retains all right, title, and interest in and to all Input, and (b) owns all Output. To the extent permitted by Applicable Laws, Provider hereby assigns to Customer all right, title, and interest, if any, in and to Output. Nothing in this Section 3 will reduce or limit Provider’s obligations under Applicable Data Protection Laws regarding Personal Data that may be contained in Input. Customer represents and warrants that it, all Users, and anyone submitting Input each have and will continue to have all rights necessary to submit Input to the AI Services.
3.5 Nature of AI; Similarity of Output
Due to the nature of artificial intelligence and machine learning, information generated by the AI Services may be incorrect or inaccurate. The AI Services are not human and are not a substitute for human oversight. Output generated by the AI Services may not be protectable as intellectual property. Output may resemble or be duplicative of data, information, and materials created by the AI Services for others. Provider does not provide any representation or warranty that Output (a) does not and will not incorporate or reflect the data, information, prompts, or materials of others; (b) will not violate, misappropriate, or otherwise infringe upon the intellectual property or other proprietary rights of another person or entity; or (c) will not be reproduced in the same or similar way for another user of the AI Services.
4. Automated Actions
4.1 Scope of Automated Actions
The Cloud Service includes AI-powered features that may perform automated actions on Customer’s behalf, including but not limited to: (a) sending messages via WhatsApp, SMS, and other messaging platforms to Customer’s employees, customers, or contacts; (b) sending emails from or on behalf of Customer; (c) initiating or receiving voice calls through AI voice agents; (d) generating and delivering operational reports, alerts, and recommendations; and (e) executing operational workflows based on data triggers (e.g., inventory alerts, labor scheduling suggestions, revenue optimization actions).
4.2 Customer Control and Responsibility
Customer is responsible for configuring, enabling, and approving the scope and parameters of all automated actions within the Cloud Service. Customer acknowledges that: (a) automated actions are executed based on Customer’s configured settings, permissions, and operational data; (b) Customer is solely responsible for ensuring that recipients of automated communications have received any required notices and/or provided any required consents under applicable laws (including but not limited to the TCPA, CAN-SPAM, and the GDPR); and (c) Customer is solely responsible for receiving, processing, and honoring opt-out, unsubscribe, suppression-list, do-not-contact, and similar requests or requirements for automated communications and for configuring the Cloud Service accordingly; and (d) Customer may disable or modify automated actions at any time through the Cloud Service’s configuration settings or by contacting Provider’s support team.
4.3 AI-Generated Content Disclaimer
Automated actions may include content generated by artificial intelligence. AI-generated content, including but not limited to messages, recommendations, reports, and operational suggestions, is provided for informational purposes only and does not constitute professional, financial, legal, or medical advice. Customer acknowledges that AI-generated content may contain inaccuracies and should be reviewed by qualified personnel before reliance, particularly for decisions with material financial or operational impact.
4.4 Provider Liability for Automated Actions
Provider will not be liable for any damages, losses, or claims arising from automated actions that are executed within Customer’s configured parameters. Provider’s liability for automated actions is limited to malfunctions of the Cloud Service that cause automated actions to execute outside of Customer’s configured parameters, and in such cases, Provider’s liability is subject to the limitations set forth in Section 13 (Limitation of Liability).
5. Restrictions & Obligations
5.1 Restrictions on Customer
Except as expressly permitted by the Agreement, Customer will not (and will not allow anyone else to): (a) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Product (except to the extent Applicable Laws prohibit this restriction); (b) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Product; (c) remove any proprietary notices or labels; (d) copy, modify, or create derivative works of the Product; (e) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Product; (f) access accounts, information, data, or portions of the Product to which Customer does not have explicit authorization; (g) use the Product to develop a competing service or product; (h) use the Product with any High Risk Activities or with any activity prohibited by Applicable Laws; (i) use the Product to obtain unauthorized access to anyone else’s networks or equipment; or (j) upload, submit, or otherwise make available to the Product any Customer Content to which Customer and Users do not have the proper rights. Use of the Product must comply with all Documentation and use limitations communicated by Provider.
5.2 Suspension
If Customer (a) has an outstanding, undisputed balance on its account for more than 30 days; (b) breaches Section 5.1 (Restrictions on Customer); or (c) uses the Product in violation of the Agreement or in a way that materially and negatively impacts the Product or others, then Provider may temporarily suspend Customer’s access to the Product with or without notice. However, Provider will try to inform Customer before suspending Customer’s account when practical. Provider will reinstate Customer’s access to the Product only if Customer resolves the underlying issue.
6. Privacy & Security
6.1 Personal Data; DPA
The Clave Data Processing Agreement available at https://www.clave.restaurant/legal/dpa (the "DPA") is incorporated into and forms part of the Agreement. Each party will comply with its respective obligations in the DPA, the terms of the DPA will control each party’s rights and obligations as to Personal Data, and the terms of the DPA will control in the event of any conflict with these Cloud Service Terms.
6.2 Security Policy
Provider will comply with the then-current security policy and practices described at https://trust.tryclave.ai/ (the "Security Policy").
6.3 Prohibited Data; Authorized Financial Data
Customer will not (and will not allow anyone else to) submit, sync, or otherwise make available Prohibited Data to the Product, including through integrations. Notwithstanding the foregoing, Customer authorizes Provider to process financial transaction data, point-of-sale records, accounting records, and related business operational data submitted through the Cloud Service’s integrations (including QuickBooks, POS systems, and delivery platforms) for the purpose of delivering the Cloud Service. This authorization does not extend to payment card numbers (credit/debit card numbers, CVVs), bank account or routing numbers, or other financial instrument identifiers, which remain Prohibited Data.
7. Third-Party Integrations & Data Accuracy
7.1 Third-Party Data Sources
The Cloud Service integrates with third-party platforms and data sources, including but not limited to: (a) point-of-sale (POS) systems; (b) accounting software (e.g., QuickBooks); (c) delivery and logistics platforms; (d) labor management systems; and (e) inventory management systems.
7.2 No Accuracy Guarantee
Provider does not guarantee the accuracy, completeness, timeliness, or reliability of data sourced from third-party systems. Data discrepancies, delays, or errors in third-party source systems may result in inaccurate or incomplete information within the Cloud Service. Customer acknowledges that the quality of insights and recommendations generated by the Cloud Service depends on the quality of data provided by Customer’s third-party integrations.
7.3 Customer Obligations
Customer is responsible for: (a) maintaining accurate and up-to-date data in its third-party systems; (b) ensuring that integration credentials and permissions are properly configured and authorized for each applicable Location; (c) ensuring it has all rights, permissions, and authority necessary to connect each third-party system and Location to the Cloud Service; and (d) promptly notifying Provider of any known data quality issues in its source systems that may affect the Cloud Service.
8. Free Trial
8.1 Trial Period
If Customer’s Order includes a free trial, Customer may access the Cloud Service free of charge for the trial period stated at checkout (the "Trial Period"). A valid payment method is required to start the Trial Period. Unless Customer cancels before the end of the Trial Period, the subscription will automatically begin at the end of the Trial Period and the payment method on file will be charged the subscription Fees stated at checkout. Provider will send Customer a reminder before the first charge. Customer may cancel at any time during the Trial Period through the account settings in the Cloud Service, in which case Customer will not be charged.
8.2 Trial Terms
The Agreement applies in full during the Trial Period. Notwithstanding anything to the contrary, during the Trial Period the Cloud Service is provided "AS IS" without warranty, and the service levels in Section 15 do not apply. Provider may modify or discontinue trial offers at any time; changes will not affect a Trial Period already in progress.
9. Fees, Payment & Taxes
9.1 Fees
Customer will pay the fees for the Cloud Service at the per-Location prices, quantities, and billing frequency stated at checkout or in Customer’s account (the "Fees"). Unless stated otherwise, all Fees are in U.S. Dollars and are exclusive of taxes. Except for the prorated refunds of prepaid Fees expressly provided in the Agreement, Fees are non-refundable.
9.2 Automatic Payment
Customer authorizes Provider (and its payment processor) to automatically charge the credit card, debit card, or other payment method on file for all Fees and applicable taxes on a recurring basis according to the billing frequency stated at checkout, without further approval, until the subscription is cancelled or terminated. Provider will make a copy of Customer’s bills or transaction history available to Customer.
9.3 Locations; Quantity Adjustments
Fees are charged per Location. Customer is responsible for selecting and maintaining an accurate count of its Locations in its account. If the number of Locations actually connected to or served by the Cloud Service (as reasonably determined from Customer’s integrations and usage) exceeds the number of Locations in Customer’s subscription, Provider may notify Customer and adjust the subscription quantity, and prospective Fees, to match the actual number of Locations. Customer may add or remove Locations through its account; changes take effect and are prorated according to the billing terms displayed at the time of change.
9.4 Taxes
Customer is responsible for all duties, taxes, and levies that apply to Fees, including sales, use, VAT, GST, or withholding, that Provider itemizes and includes in an invoice or charge. However, Customer is not responsible for Provider’s income taxes.
9.5 Payment Disputes
If Customer has a good-faith disagreement about the Fees charged or invoiced, Customer must notify Provider about the dispute within 30 days of an automatic payment (or before payment is due, for invoiced amounts), and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days. If no resolution is agreed, each party may pursue any remedies available under the Agreement or Applicable Laws.
9.6 Failed Payments
If a payment fails, Provider may retry the payment method on file and will notify Customer. If Fees remain unpaid, Provider may suspend or terminate Customer’s access in accordance with Sections 5.2 and 10.
10. Term, Renewal & Termination
10.1 Term and Auto-Renewal
The Agreement starts on the Effective Date and continues through the subscription period stated at checkout (the "Subscription Period"). The subscription automatically renews for additional periods of the same length, and the payment method on file will be charged at the start of each renewal period, unless Customer cancels before the current period ends. Customer may cancel at any time through the account settings in the Cloud Service or by contacting support; cancellation takes effect at the end of the then-current Subscription Period, and Customer retains access through that date.
10.2 Termination for Cause
Either party may terminate the Agreement immediately: (a) if the other party fails to cure a material breach of the Agreement following 30 days’ notice; or (b) upon notice if the other party (i) materially breaches the Agreement in a manner that cannot be cured; (ii) dissolves or stops conducting business without a successor; (iii) makes an assignment for the benefit of creditors; or (iv) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days.
10.3 Force Majeure Termination
Either party may terminate the Agreement upon notice if a Force Majeure Event prevents the Product from materially operating for 30 or more consecutive days. Provider will pay to Customer a prorated refund of any prepaid Fees for the remainder of the Subscription Period. A Force Majeure Event does not excuse Customer’s obligation to pay Fees accrued prior to termination.
10.4 Effect of Termination
Upon any expiration or termination: (a) Customer will no longer have any right to use the Product; (b) upon Customer’s request, Provider will delete Customer Content within 60 days, except for Customer Content retained in routine backups, logs, archives, or records maintained in the ordinary course of business or as required by Applicable Laws, which will remain subject to Section 16 to the extent it is Confidential Information and to Section 6 and the DPA to the extent it includes Personal Data, in each case until deleted in accordance with Provider’s retention practices; (c) each Recipient will return or destroy Discloser’s Confidential Information in its possession or control, except for copies retained in routine backups or as required by Applicable Laws; and (d) Provider will submit a final bill or charge for all outstanding Fees accrued before termination and Customer will pay according to Section 9.
10.5 Survival
The following sections will survive expiration or termination of the Agreement: Section 2.5 (Feedback and Usage Data), Section 2.7 (Anonymization and Benchmarking Use), Sections 3.4–3.5 and 4.3–4.4, Section 5.1 (Restrictions on Customer), Section 6.3 (as to processing authorizations), Section 7.2 (No Accuracy Guarantee), Section 9 (Fees, Payment & Taxes) for Fees, taxes and other amounts accrued or payable in connection with the Agreement, Section 10.4 (Effect of Termination), this Section 10.5, Section 11 (Representations & Warranties), Section 12 (Disclaimer of Warranties), Section 13 (Limitation of Liability), Section 14 (Indemnification), Section 16 (Confidentiality), Section 17 (Reservation of Rights), Section 18 (General Terms), and Section 19 (Definitions). Each Recipient may retain Discloser’s Confidential Information in accordance with its standard backup or record retention policies maintained in the ordinary course of business or as required by Applicable Laws, in which case Section 16 (Confidentiality) will continue to apply to retained Confidential Information. To the extent Provider retains Customer Content or Personal Data under Section 10.4, Section 6 (Privacy & Security), the DPA and any other applicable provisions of the Agreement will continue to apply, as applicable, to that retained Customer Content or Personal Data.
11. Representations & Warranties
11.1 Mutual
Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into the Agreement; (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; and (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in the Agreement.
11.2 From Customer
Customer represents and warrants that it, all Users, and anyone submitting Customer Content each have and will continue to have all rights necessary to submit or make available Customer Content to the Product and to allow the use of Customer Content as described in the Agreement.
11.3 From Provider
Provider represents and warrants to Customer that it will not materially reduce the general functionality of the Cloud Service during a paid Subscription Period.
11.4 Provider Warranty Remedy
If Provider breaches the warranty in Section 11.3, Customer must give Provider notice (with enough detail for Provider to understand or replicate the issue) within 45 days of discovering the issue. Within 45 days of receiving sufficient details of the warranty issue, Provider will attempt to restore the general functionality of the Cloud Service. If Provider cannot resolve the issue, Customer may terminate the Agreement and Provider will pay to Customer a prorated refund of prepaid Fees for the remainder of the Subscription Period. Provider’s restoration obligation, and Customer’s termination right, are Customer’s only remedies if Provider does not meet the warranty in Section 11.3.
12. Disclaimer of Warranties
Provider makes no guarantees that the Product will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. The warranties in Section 11 do not apply to any misuse or unauthorized modification of the Product, nor to any product or service provided by anyone other than Provider. Except for the warranties in Section 11, Provider and Customer each disclaim all other warranties and conditions, whether express or implied, including the implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws.
13. Limitation of Liability
13.1 Liability Cap
Except as provided in Section 13.3, each party’s total cumulative liability for all claims arising out of or relating to the Agreement will not be more than the greater of (a) the Fees paid or payable by Customer to Provider in the 12-month period immediately before the claim, and (b) $100.
13.2 Damages Waiver
Except as provided in Section 13.3, under no circumstances will either party be liable to the other for lost profits or revenues (whether direct or indirect), or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to the Agreement, even if the party is informed of the possibility of this type of damage in advance. The limitations and waivers in this Section 13 apply to all liability, whether in tort (including negligence), contract, breach of statutory duty, or otherwise.
13.3 Exceptions
Sections 13.1 (Liability Cap) and 13.2 (Damages Waiver) do not apply to Customer’s obligation to pay Fees, taxes or reimbursement amounts owed to Provider under the Agreement. Section 13.2 (Damages Waiver) does not apply to a breach of Section 16 (Confidentiality). Nothing in the Agreement will limit, exclude, or restrict a party’s liability to the extent prohibited by Applicable Laws.
14. Indemnification
14.1 Protection by Provider
Provider will indemnify, defend, and hold harmless Customer from and against all Provider Covered Claims made by someone other than Customer, Customer’s Affiliates, or Users, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses, that arise from the Provider Covered Claims. "Provider Covered Claims" means any action, proceeding, or claim that the Cloud Service, when used by Customer according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s patent, copyright, trademark, or trade secret rights.
14.2 Protection by Customer
Customer will indemnify, defend, and hold harmless Provider from and against all Customer Covered Claims made by someone other than Provider or its Affiliates, and all out-of-pocket damages, awards, settlements, costs, and expenses, including reasonable attorneys’ fees and other legal expenses, that arise from the Customer Covered Claims. "Customer Covered Claims" means any action, proceeding, or claim that (a) the Customer Content, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights; (b) results from Customer’s breach or alleged breach of Section 5.1 (Restrictions on Customer); or (c) results from Customer’s failure to comply with its obligations relating to automated communications in Section 4.2(b), and processing of Prohibited Data in Section 6.3.
14.3 Procedure
The Indemnifying Party’s obligations in this Section are contingent upon the Protected Party: (a) promptly notifying the Indemnifying Party of each Covered Claim for which it seeks protection; (b) providing reasonable assistance to the Indemnifying Party at the Indemnifying Party’s expense; and (c) giving the Indemnifying Party sole control over the defense and settlement of each Covered Claim. A Protected Party may participate in a Covered Claim for which it seeks protection with its own attorneys only at its own expense. The Indemnifying Party may not agree to any settlement of a Covered Claim that contains an admission of fault or otherwise materially and adversely impacts the Protected Party without the prior written consent of the Protected Party.
14.4 Changes to Product
If required by settlement or court order, or if deemed reasonably necessary in response to a Provider Covered Claim, Provider may: (a) obtain the right for Customer to continue using the Product; (b) replace or modify the affected component of the Product without materially reducing the general functionality of the Product; or (c) if neither (a) nor (b) are reasonable, terminate the Agreement and issue a prorated refund of prepaid Fees for the remainder of the Subscription Period.
14.5 Exclusions
Provider’s obligations as an Indemnifying Party will not apply to Provider Covered Claims that result from (a) modifications to the Product that were not authorized by Provider or that were made in compliance with Customer’s instructions; (b) unauthorized use of the Product, including use in violation of the Agreement; (c) use of the Product in combination with items not provided by Provider; or (d) use of an old version of the Product where a newer release would avoid the Provider Covered Claim. Customer’s obligations as an Indemnifying Party will not apply to Customer Covered Claims that result from the unauthorized use of the Customer Content, including use in violation of the Agreement.
14.6 Exclusive Remedy
This Section 14, together with any termination rights, describes each Protected Party’s exclusive remedy and each Indemnifying Party’s entire liability for a Covered Claim.
15. Service Levels & Support
15.1 Availability Target
During paid Subscription Periods, Provider will use commercially reasonable efforts to maintain the Cloud Service at a monthly availability of 99.5%, measured as the percentage of total minutes in a calendar month during which the Cloud Service is operational and accessible ("Uptime Percentage"). Scheduled maintenance windows, which Provider will communicate at least 24 hours in advance, are excluded from the Uptime Percentage calculation.
15.2 Exclusions
The availability target does not apply to downtime caused by: (a) Force Majeure Events; (b) failures of third-party services or integrations beyond Provider’s reasonable control (including POS systems, QuickBooks, Twilio, WhatsApp, or other Customer-side systems); (c) Customer’s acts or omissions, including misconfiguration; (d) scheduled maintenance communicated in advance; or (e) issues with Customer’s internet connectivity or hardware.
15.3 Service Credits
If the Uptime Percentage falls below 99.5% in any calendar month, Customer may request a service credit equal to: 5% of the monthly Fee for an Uptime Percentage of 99.0%–99.49%; 10% for 95.0%–98.99%; and 25% for below 95.0%. To receive a service credit, Customer must submit a written request to Provider within 30 days of the end of the affected calendar month, including the dates and times of the claimed downtime. Service credits are Customer’s sole and exclusive remedy for any failure to meet the availability target. Service credits in any calendar month will not exceed 25% of the monthly Fees for that month, are not refundable for cash, and will be applied to future charges.
15.4 Technical Support
Provider will provide Technical Support to Customer via telephone and email on weekdays during the hours of 9:00 am through 5:00 pm Eastern time, excluding U.S. federal holidays ("Support Hours"). Customer may initiate a helpdesk ticket during Support Hours by calling the support number listed in the Cloud Service or any time by emailing support@tryclave.ai. Provider will use commercially reasonable efforts to respond to support requests according to the following targets: Critical issues (Cloud Service unavailable or materially impaired for all users), 4 hours during Support Hours; High issues (significant feature degradation affecting business operations), 1 business day; Normal issues (minor issues, questions, or enhancement requests), 2 business days.
16. Confidentiality
16.1 Non-Use and Non-Disclosure
Except as otherwise authorized in the Agreement or as needed to fulfill its obligations or exercise its rights under the Agreement, Recipient will not (a) use Discloser’s Confidential Information; nor (b) disclose Discloser’s Confidential Information to anyone else. In addition, Recipient will protect Discloser’s Confidential Information using at least the same protections Recipient uses for its own similar information but no less than a reasonable standard of care.
16.2 Exclusions
Confidential Information does not include information that (a) Recipient knew without any obligation of confidentiality before disclosure by Discloser; (b) is or becomes publicly known and generally available through no fault of Recipient; (c) Recipient receives under no obligation of confidentiality from someone else who is authorized to make the disclosure; or (d) Recipient independently developed without use of or reference to Discloser’s Confidential Information.
16.3 Required Disclosures
Recipient may disclose Discloser’s Confidential Information to the extent required by Applicable Laws if, unless prohibited by Applicable Laws, Recipient provides Discloser reasonable advance notice of the required disclosure and reasonably cooperates, at Discloser’s expense, with Discloser’s efforts to obtain confidential treatment for the Confidential Information.
16.4 Permitted Disclosures
Recipient may disclose Discloser’s Confidential Information to Users, employees, advisors, contractors, and representatives who each have a need to know the Confidential Information, but only if the person or entity is bound by confidentiality obligations at least as protective as those in this Section 16 and Recipient remains responsible for everyone’s compliance with the terms of this Section 16.
16.5 Survival
The obligations in the Section 16 will survive expiration or termination of the Agreement for as long as the applicable information remains Confidential Information under the Agreement; trade secrets will remain protected for as long as the remain trade secrets under Applicable Laws.
17. Reservation of Rights; Changes to these Terms
17.1 Reservation of Rights
Except for the limited license to copy and use Software and Documentation in Section 2.2, Provider retains all right, title, and interest in and to the Product, whether developed before or after the Effective Date. Except for the limited rights in Sections 2.6, 2.7, and 3, Customer retains all right, title, and interest in and to the Customer Content.
17.2 Changes to these Terms
Provider may update these Cloud Service Terms from time to time. If Provider makes material changes, Provider will notify Customer at least 30 days before the changes take effect (by email to the account owner and/or notice within the Cloud Service). Changes will apply beginning with Customer’s next Subscription Period renewal after the effective date of the change, unless a change is required by Applicable Laws or relates to new features, in which case it may take effect sooner. If Customer does not agree to the updated terms, Customer’s sole remedy is to cancel the subscription before the updated terms apply to Customer. Customer’s continued use of the Cloud Service after the updated terms apply to Customer constitutes acceptance of the updated terms.
18. General Terms
18.1 Entire Agreement
The Agreement is the only agreement between the parties about its subject and supersedes all prior or contemporaneous statements (whether in writing or not) about its subject. Provider expressly rejects any terms included in Customer’s purchase order or similar document, which may only be used for accounting or administrative purposes. No terms or conditions in any Customer documentation or online vendor portal will apply to Customer’s use of the Product unless expressly agreed to in a legally binding written agreement signed by an authorized Provider representative, regardless of what such terms may say.
18.2 Severability and Waiver
If any term of the Agreement is determined to be invalid or unenforceable by a relevant court or governing body, the remaining terms of the Agreement will remain in full force and effect. The failure of a party to enforce a term or to exercise an option or right in the Agreement will not constitute a waiver by that party of the term, option, or right.
18.3 Governing Law and Chosen Courts
The laws of the State of Delaware govern all interpretations and disputes about the Agreement, without regard to its conflict of laws provisions. The parties will bring any legal suit, action, or proceeding about the Agreement in the courts (whether state, federal, or otherwise) located in Delaware, and each party irrevocably submits to the exclusive jurisdiction of those courts.
18.4 Injunctive Relief
Despite Section 18.3, a breach of Section 16 (Confidentiality) or the violation of a party’s intellectual property rights may cause irreparable harm for which monetary damages cannot adequately compensate. As a result, upon the actual or threatened breach of Section 16 or violation of a party’s intellectual property rights, the non-breaching or non-violating party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies.
18.5 Non-Exhaustive Remedies
Except where the Agreement provides for an exclusive remedy, seeking or exercising a remedy does not limit the other rights or remedies available to a party.
18.6 Assignment
Neither party may assign any rights or obligations under the Agreement without the prior written consent of the other party. However, either party may assign the Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which the Agreement relates. Any attempted but non-permitted assignment is void. The Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.
18.7 Beta Products
If Provider gives Customer access to a Beta Product, the Beta Product is provided "AS IS" and Section 11.3 does not apply to any Beta Products. Customer acknowledges that Beta Products are experimental in nature and may be modified or removed at Provider’s discretion with or without notice.
18.8 Logo Rights
Provider may identify Customer and use Customer’s name and logo in marketing to identify Customer as a user of Provider’s products and services.
18.9 Notices
Any notice, request, or approval about the Agreement must be in writing. Notices to Provider must be sent to team@tryclave.ai or Arialy Inc. d/b/a Clave AI, 5966 S Dixie Hwy Ste 300, South Miami, FL 33143. Notices to Customer may be sent to the email address associated with Customer’s account or provided within the Cloud Service. Notices will be deemed given (a) upon confirmed delivery if by email, registered or certified mail, or personal delivery; or (b) two days after mailing if by overnight commercial delivery.
18.10 Independent Contractors
The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.
18.11 No Third-Party Beneficiary
There are no third-party beneficiaries of the Agreement.
18.12 Force Majeure
Neither party will be liable for a delay or failure to perform its obligations under the Agreement if caused by a Force Majeure Event. However, this section does not excuse Customer’s obligations to pay Fees.
18.13 Export Controls
Customer may not remove or export from the United States or allow the export or re-export of the Product or any related technology or materials in violation of any restrictions, laws, or regulations of the United States Department of Commerce, OFAC, or any other United States or foreign agency or authority. Customer represents and warrants that it is not (a) a resident or national of an Embargoed Country; (b) an entity organized under the laws of an Embargoed Country; (c) designated on any list of prohibited, restricted, or sanctioned parties maintained by the U.S. government or agencies or other applicable governments or agencies, including OFAC’s Specially Designated Nationals and Blocked Persons List and the UN Security Council Consolidated List; nor (d) 50% or more owned by any party designated on any of the above lists. Provider may terminate the Agreement immediately without notice or liability to comply, as determined in Provider’s sole discretion, with applicable export controls and sanctions laws and regulations.
18.14 Government Rights
The Cloud Service and Software are deemed "commercial items" or "commercial computer software" according to FAR section 12.212 and DFAR section 227.7202, and the Documentation is "commercial computer software documentation" according to DFAR section 252.227-7014(a)(1) and (5). Any use, modification, reproduction, release, performance, display, or disclosure of the Product by the U.S. Government will be governed solely by the terms of the Agreement and all other use is prohibited.
18.15 Anti-Bribery
Neither party will take any action that would be a violation of any Applicable Laws that prohibit the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist Provider or Customer in retaining or obtaining business. Examples of these kinds of laws include the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.
18.16 Titles and Interpretation
Section titles are for convenience and reference only. All uses of "including" and similar phrases are non-exhaustive and without limitation. The United Nations Convention for the International Sale of Goods and the Uniform Computer Information Transaction Act do not apply to the Agreement.
18.17 Electronic Acceptance
The Agreement may be accepted electronically, including by click-through acceptance mechanism. Each acceptance will be deemed an original and has the same force and effect as a physical signature.
19. Definitions
"Affiliate" means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest.
"Aggregate" means the process of combining data relating to a group or category of customers or entities from which identifiers have been removed, such that the data is not linked or reasonably linkable to any particular customer, entity, or individual.
"AI Services" means the artificial intelligence or machine learning components of the Product, including the AI System and underlying Model(s). "AI System" means the artificial intelligence or machine learning application, program, and services layers of the AI Services, excluding the underlying Models.
"Anonymize" means the process of modifying data such that the entity or person to whom such data pertains is not identifiable with reasonable efforts.
"Applicable Data Protection Laws" means the Applicable Laws that govern how the Cloud Service may process or use an individual’s personal information, personal data, personally identifiable information, or other similar term.
"Applicable Laws" means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern Provider or Customer.
"Beta Product" means an early or prerelease feature or version of the Product that is identified as beta or similar, or a version of the Product that is not generally available.
"Confidential Information" means information in any form disclosed by or on behalf of a Discloser, including before the Effective Date, to a Recipient in connection with the Agreement that (a) the Discloser identifies as "confidential", "proprietary", or the like; or (b) should be reasonably understood as confidential or proprietary due to its nature and the circumstances of its disclosure. Confidential Information includes the existence of the Agreement and Customer’s Order details. Customer’s Confidential Information includes non-public Customer Content and Provider’s Confidential Information includes non-public information about the Product.
"Customer Content" means data, information, or materials submitted, synced, ingested, or otherwise made available to the Product by or on behalf of Customer or Users, including through Customer-configured integrations, but excludes Feedback and Anonymized Data.
"Deidentify" means a process to ensure that information cannot reasonably be used to infer information about, or otherwise be linked to, a particular individual or entity.
"Discloser" means a party to the Agreement when the party is providing or disclosing Confidential Information to the other party. "Recipient" means a party to the Agreement when the party receives Confidential Information from the other party.
"Documentation" means the usage manuals and instructional materials for the Cloud Service or Software that are made available by Provider.
"Embargoed Country" means any country or region to or from where Applicable Laws generally restrict the export or import of goods, services, or money.
"Feedback" means suggestions, feedback, or comments about the Product or related offerings.
"Force Majeure Event" means an unforeseen event outside a party’s reasonable control where the affected party took reasonable measures to avoid or mitigate the impacts of the event. Examples of these kinds of events include unpredicted natural disasters like a major earthquake, war, pandemic, riot, act of terrorism, or public utility or internet failure.
"GDPR" means European Union Regulation 2016/679 as implemented by local law in the relevant European Union member nation, and by section 3 of the United Kingdom’s European Union (Withdrawal) Act of 2018 in the United Kingdom.
"High Risk Activity" means any situation where the use or failure of the Product could be reasonably expected to lead to death, bodily injury, or environmental damage. Examples include full or partial autonomous vehicle technology, medical life-support technology, emergency response services, nuclear facilities operation, and air traffic control.
"Indemnifying Party" means a party to the Agreement when the party is providing protection for a particular Covered Claim, and "Protected Party" means a party to the Agreement when the party is receiving the benefit of protection for a particular Covered Claim. "Covered Claim" means either a Provider Covered Claim or Customer Covered Claim.
"Input" means the data, information, prompts, or materials submitted by or on behalf of Customer or Users to the AI Services but excludes Feedback. "Output" means the data, information, or materials created by the AI Services in response to Input.
"Location" means a single physical store, restaurant, or operating unit that Customer enrolls in or connects to the Cloud Service.
"Model" means a large language, machine learning, or artificial intelligence model. "Train" or "Training" means the use of data, information, or materials to create or improve a Model.
"Personal Data" will have the meaning(s) set forth in the Applicable Data Protection Laws for personal information, personal data, personally identifiable information, or other similar term.
"Product" means the Cloud Service, Software, and Documentation.
"Prohibited Data" means (a) patient, medical, or other protected health information regulated by the Health Insurance Portability and Accountability Act; (b) credit, debit, bank account, or other financial account numbers; (c) social security numbers, driver’s license numbers, or other unique and private government ID numbers; (d) special categories of data as defined in the GDPR; and (e) other similar categories of sensitive information as set forth in the Applicable Data Protection Laws, in each case subject to the authorization in Section 6.3.
"Software" means the client-side software or applications made available by Provider for Customer to install, download (whether onto a machine or in a browser), or execute as part of the Product.
"Subscription Period" means the subscription term stated at checkout or in Customer’s account, including each renewal term.
"Usage Data" means data and information about the provision, use, and performance of the Product and related offerings based on Customer’s or User’s use of the Product.
"User" means any individual who uses the Product on Customer’s behalf or through Customer’s account.