You will be the admin and owner of your club's TrailConvoy account. Additional administrators can be added after your site is live.
Tell us about your club. Your club name appears on your website and in the Service Agreement; your web address is where members will find you.
Please read the full Service Agreement below. It covers the free Trailhead plan you are signing up for today and how upgrades work later. Acknowledge each item, then sign at the bottom to submit your application.
SERVICES AGREEMENT
This Software and Club Management Services Agreement (the "Agreement") is entered into between Trail Convoy LLC, an Arizona limited liability company ("Trail Convoy," "we," "us," or "our"), with its principal place of business in the State of Arizona and the Club identified during onboarding or execution of this Agreement ("Club," "Client," "you," or "your"), together with its authorized administrators and Members accessing the Service through the Club's account.
The Parties are independent contractors operating at arm's length. Neither Party is a partner, joint venturer, agent, employee, or fiduciary of the other. This Agreement, when executed electronically or in writing, constitutes a legally binding contract. The Club's continued use of the Service following provisioning of its account constitutes acceptance of all terms herein.
By executing this Agreement, the Club subscribes to the Plan identified in Article 2, subject to the Subscription Fee, Initial Term, Member Cap, and all other terms set forth herein.
The following defined terms apply throughout this Agreement:
"Agreement" means this Software and Club Management Services Agreement, including all exhibits and policies incorporated by reference.
"Club" means the entity identified above, together with its authorized administrators and Members accessing the Service through the Club's account.
"Club Data" means all data, content, and information that the Club, its administrators, or its Members submit to or generate through the Service, including Member rosters, contact information, event records, photographs, dues records, waiver documents, route information, and GPS data.
"Connected Account" means the Club's separately-controlled Stripe payment-processing account established through Stripe Connect, used by the Club to collect Member dues.
"Covered Activities" means any in-person, vehicle-based, or trail-based event organized, hosted, sponsored, promoted, or supervised by or on behalf of the Club including organized trail runs, convoys, expeditions, training sessions, work parties, social rides, campouts, and volunteer events — whether conducted on public lands, private property, or otherwise, collectively referred to herein as "Member Activities."
"GPS Tracking Feature" means the functionality within the Mobile Application that collects, transmits, processes, stores, and displays geographic location data for users, vehicles, or routes, as further described in Article 4.
"Initial Term" means the initial subscription period set forth in Section 2.3.
"Member" means any individual associated with the Club's account through a unique email address or user login — including administrators, dues-paying members, courtesy, complimentary, honorary, family, spouse, or guest members regardless of role or payment status. Each unique email address or login counts as one Member.
"Member Cap" means the maximum number of Members the Club may enroll under its current Plan.
"Mobile Application" or "App" means the mobile software component of the Service, including GPS tracking, mapping, route planning, and communication features available on supported operating systems.
"Plan" means the specific Service subscription tier subscribed to by the Club, as identified in Section 2.1.
"Primary Contact" means the Club administrator identified during onboarding as the principal point of contact with Trail Convoy.
"Renewal Term" means each successive subscription period following the Initial Term, of equal length to the Initial Term, unless the Club cancels per Section 13.2.
"Sample Documents" has the meaning given in Article 10.
"Service" means Trail Convoy's hosted club-management SaaS platform including the public-facing Club website, administrative interface, Member directory, event coordinator, Waiver Repository, GPS Tracking Feature, dues-collection integration, Mobile Application, and all related features made available to the Club.
"Stripe Connect" means the Stripe Connect product through which the Club establishes its Connected Account to collect Member dues.
"Subscription Fee" means the periodic fee payable by the Club for the Plan, as set forth in Article 2.
"Waiver Repository" means the centralized digital depository within the Service for storing, managing, and retrieving executed waivers, indemnification agreements, and assumption-of-risk documents relating to the Club's members, guests, and participants.
2.1 The Plan. The Club subscribes to the Trail Convoy Plan named: "Trailhead" (the "Plan"), Trail Convoy's no-cost Free Tier. Paid Plans with higher Member Caps are available at any time per Section 2.5.
2.2 Subscription Fee & Lock Period. The Subscription Fee for the Plan during the Initial Term is: $0.00 (zero dollars) per month (the "Initial Fee"). There is no charge for the Plan. The Initial Fee and the transaction service charge described in Section 2.12 are locked for one (1) calendar month from the Effective Date, automatically renewing on a month-to-month basis (each such month, the "Lock Period"), provided the Club's account remains in good standing. This lock applies solely to the Club's then-current Plan tier. Following expiration of the Lock Period, Section 2.10 governs Trail Convoy's right to modify fees.
2.3 Initial Term. The Initial Term of this Agreement is one (1) calendar month, beginning on the Effective Date.
2.4 Member Cap. The Member Cap for this Plan is twenty (20) Members. Every Member (as defined in Section 1.6) regardless of role or payment status counts as one Member based on the unique email address or login tied to the Club. Members enrolled beyond the Member Cap may not be added while the cap is in effect.
2.5 Renewal & Upgrades. This Agreement renews automatically for successive Renewal Terms of one (1) calendar month each unless the Club cancels per Section 13.2. There is no charge for renewal while the Club remains on the Plan. The Club may upgrade to a paid Trail Convoy Plan at any time through the Service's administrative interface. The subscription price, Member Cap, subscription term, transaction service charge, and renewal mechanics of a paid Plan are those presented to the Club at the time of upgrade; upon the Club's acceptance at upgrade checkout, those terms govern this Agreement from the upgrade date forward, subject to Section 2.10. Current public pricing is posted at https://trailconvoy.com and within the Service.
2.6 Billing. The Subscription Fee is billed in advance of each Term to the payment method on file. The Club authorizes Trail Convoy and its payment processor to charge that payment method at the start of each Term. Failed payments are retried automatically over approximately three (3) weeks following the original billing date. The Club is notified by email of payment failures.
2.7 Involuntary Restricted Subscription State. If the Club's subscription enters a "pending," "past_due," or "canceled_expired" state (each a "Restricted Subscription State"), the Service operates under the following restrictions until the subscription is restored to "active":
2.8 Suspension Following Extended Non-Payment. If the Club's subscription remains in a Restricted Subscription State for thirty (30) or more days past the end of the Club's paid Term, Trail Convoy may, in its sole discretion and following manual review, suspend the Club's site. During suspension: public traffic is redirected; the administrative interface is unavailable; dues processing is paused; Club Data is preserved and not deleted. Suspension is reversible upon resolution of the underlying payment issue. No automated suspension occurs; each suspension follows manual review.
2.9 Voluntary Downgrade to Free Tier. The Club may voluntarily downgrade to the no-cost "Trailhead" Free Tier (Member Cap of twenty (20) Members) at any time. Voluntary downgrade: (a) immediately reduces the Member Cap to twenty (20); (b) may result in loss of access for Members above the cap; and (c) may result in loss of Member records above the cap. The Club should export Club Data per Article 7 before downgrading if records above the cap should be preserved.
2.10 Trail Convoy's Right to Modify Fees. Following expiration of the Lock Period, or at any time with respect to Renewal Terms after the Lock Period, Trail Convoy reserves the right, in its sole discretion, to modify, increase, decrease, or restructure the Subscription Fee, Plan tiers, Member Cap limits, or any other pricing element. Trail Convoy shall provide the Club with no less than thirty (30) days' prior written notice of any fee increase delivered to the Primary Contact email. If the Club does not cancel this Agreement prior to the effective date of the fee change, the Club is deemed to have accepted the new fee structure. The Club's sole remedy for objecting to a fee change is cancellation per Section 13.2.
2.11 No Ongoing Obligation Beyond Subscription. Except for the Subscription Fee and the transaction service charge described in Section 2.12, there are no mandatory ongoing fees or compulsory upgrade fees required to maintain the Club's then-current level of Service access during the applicable Term. Optional premium features or add-ons may be offered at additional cost under separate terms.
2.12 Transaction Service Charge on Member Dues. When Club Members pay dues through the Service, Trail Convoy applies a transaction service charge on each dues payment processed through the Club's Connected Account. The transaction service charge applicable to the Club's current Plan is 8% per dues payment processed. This transaction service charge is in addition to any fees charged directly by Stripe for payment processing. Transaction service charges are deducted at the time of each transaction and are non-refundable. The transaction service charge in effect on the Effective Date is locked for the Lock Period defined in Section 2.2. Trail Convoy reserves the right to modify the transaction service charge rate applicable to Renewal Terms upon thirty (30) days' prior written notice to the Primary Contact. If the Club upgrades to a paid Plan, the transaction service charge presented at the time of upgrade applies from the upgrade date forward.
3.1 All Subscription Fees, once paid, are non-refundable. This applies to early termination, voluntary downgrade, non-use of the Service, the Club's dissatisfaction with the Service, or any other circumstance not expressly providing for refund elsewhere in this Agreement.
3.2 The no-cost Trailhead Free Tier is available so that the Club may evaluate the Service before committing to a paid Plan.
3.3 Refunds for Member dues collected through the Club's Connected Account are governed by Article 4 and the Club's own refund policy; Trail Convoy is not a party to those transactions.
4.1 GPS Tracking — Description. The Mobile Application includes a GPS Tracking Feature that may collect real-time geographic location data from users' mobile devices, including latitude, longitude, altitude, speed, heading, and route history. This data may be transmitted to Trail Convoy's servers and made available to designated Club administrators within the Club's account.
4.2 GPS Tracking — Mandatory Consent & Disclosures.
The Club expressly acknowledges and agrees that:
4.3 GPS Tracking/Comprehensive Limitation of Liability. To the maximum extent permitted by Arizona law, Trail Convoy and its owners, officers, employees, contractors, and agents (collectively 'Trail Convoy Parties') shall have absolutely no liability — in contract, tort, strict liability, negligence, or otherwise — for any harm, injury, illness, death, property damage, loss, cost, or expense of any nature arising from or related to:
This GPS liability exclusion is absolute and unconditional. The Club's acceptance of this exclusion is a material condition of Trail Convoy's provision of the GPS Tracking Feature.
4.4 Waiver Repository — Description & Limitations. The Service includes a Waiver Repository for the Club's centralized storage and management of executed participant waivers, indemnification agreements, and assumption-of-risk documents. Trail Convoy provides the Waiver Repository as a storage convenience only. Trail Convoy expressly:
The Club is solely responsible for ensuring that all required waivers are properly executed by legally competent persons, are legally sufficient under applicable law in the relevant jurisdiction and are independently retained in a format outside the Service.
4.5 Waiver Repository — Limitation of Liability. To the maximum extent permitted by law, Trail Convoy Parties shall have no liability of any kind for: (a) loss, corruption, or unavailability of documents stored in the Waiver Repository; (b) any claim arising from the unenforceability of a waiver stored therein; (c) the Club's reliance on the Waiver Repository as the Club's sole method of waiver retention; or (d) any harm to any person arising from the Club's failure to obtain a legally sufficient waiver from a participant.
5.1 Merchant of Record. When the Club connects a Connected Account through the Service to collect Member dues, the Club is the merchant of record for all such transactions. Trail Convoy is not a party to any transaction between the Club and its Members and has no liability for chargebacks, refunds, disputed transactions, or Member billing disputes.
5.2 Stripe Agreements. The Club's use of the Connected Account is governed by the Stripe Connected Account Agreement and the Stripe Services Agreement, incorporated herein by reference. Stripe conducts its own KYC/KYB verification independently. The Club's acceptance for use of the Service does not constitute approval by Stripe. Information collected by Stripe is governed by Stripe's privacy policy.
5.3 Chargebacks and Negative Balances. The Club is solely responsible for chargebacks, refunds, and disputed transactions on its Connected Account. Disputed amounts are debited from the Club's Stripe balance, and from the Club's bank account on file if the Stripe balance is insufficient, pursuant to the Stripe Connected Account Agreement. Trail Convoy does not assume liability for negative balances on the Club's Connected Account. Where Stripe requires Trail Convoy to act with respect to a Connected Account, Trail Convoy may cooperate with Stripe and may suspend the Club's access to the Service in accordance with Section 13.3.
5.4 Restricted Business Activity. The Club represents and warrants that its activities do not fall within the prohibited or restricted business categories published by Stripe at https://stripe.com/legal/restricted-businesses. A Club whose activities fall within prohibited categories is not eligible for the Service. The Club will promptly notify Trail Convoy in writing if its activities change such that they may fall within such categories.
6.1 Club Data Ownership. The Club retains ownership of all Club Data. Trail Convoy acts as a processor of Club Data on the Club's behalf and according to the Club's reasonable instructions consistent with this Agreement.
6.2 No Sale of Data. Trail Convoy does not sell, rent, lease, license, trade, or otherwise commercially transfer Club Data or Member personal information to any third party. Trail Convoy does not use Club Data for advertising or marketing to third parties and does not share Club Data with advertising networks or data brokers.
6.3 Permitted Use of Club Data. Trail Convoy uses Club Data only as necessary to: (a) provide, maintain, secure, and improve the Service; (b) bill the Club and process the Subscription Fee; (c) communicate with the Primary Contact about the Service; (d) detect, investigate, and prevent fraud, abuse, or violations of this Agreement; (e) comply with applicable law or valid legal process; and (f) produce anonymized, aggregated analytics that do not identify the Club, any Member, or any individual.
6.4 Security. Trail Convoy implements commercially reasonable administrative, technical, and physical safeguards to protect Club Data, including TLS encryption in transit, encryption of sensitive data at rest, access controls, authentication, logging, and regular security review. No security measure is guaranteed to be impenetrable. Trail Convoy is not liable for unauthorized access to Club Data resulting from circumstances beyond its reasonable control, including third-party breaches, force majeure events, or the Club's own security failures.
6.5 GPS & Location Data — Club Compliance Obligation. The Club is solely responsible for compliance with all applicable federal, state, and local laws governing the collection, storage, and use of location data from its Members and participants. The Club shall include appropriate disclosures in all Member-facing documentation regarding GPS data collection.
6.6 Data Retention & Deletion. Upon termination of this Agreement, Trail Convoy will retain Club Data for a reasonable period to allow the Club to export Club Data per Article 7 and will thereafter delete Club Data in the ordinary course, subject to legal retention obligations and backup-rotation timelines.
7.1 At any time during the Term, the Club may export Club Data in CSV format at no additional charge, including Member roster, contact records, event records, and dues transaction records.
7.2 The Club may request a final export of Club Data upon termination. Trail Convoy will provide the final export within a commercially reasonable time following the request. The Club's failure to request a timely export before deletion of Club Data per Section 6.6 is solely the Club's responsibility.
The Club will not, and will not permit any administrator, Member, or third party to:
9.1 Role of Trail Convoy. Trail Convoy provides the Service solely as a SaaS platform for Club administration, membership management, event scheduling, communications, GPS record-keeping, waiver storage, and dues collection. Trail Convoy does NOT organize, lead, sponsor, supervise, train, insure, equip, or otherwise participate in any Member Activity, and is not a co-organizer, joint venturer, partner, agent, employer, or principal of the Club with respect to any Member Activity. References within the Service to convoys, runs, trail leaders, tail gunners, routes, or similar operational details are administrative records generated by Club administrators and do not constitute representations by Trail Convoy as to the safety, suitability, legality, or condition of any activity, route, or location.
9.2 Club Sole Responsibility for Safety. The Club acknowledges that off-highway vehicle, four-wheel-drive, overland, motorcycle, side-by-side, and similar trail-based recreation are inherently risky activities involving risk of property damage, serious bodily injury, and death. The Club is solely responsible for the safety of its administrators, Members, guests, volunteers, third parties, and property in connection with all Member Activities. The Club's safety responsibilities include, without limitation, planning, route selection, participant qualification, equipment standards, supervision, training, communications, contingency planning, incident response, and post-incident reporting.
9.3 Adherence to Industry Best Practices. The Club will adopt, maintain, and operate Member Activities in accordance with generally accepted standards in the off-road recreational community, including:
9.4 Club-Issued Participant Waivers. The Club will, as a condition of any participant's involvement in a Member Activity, obtain from each participant (and, in the case of a minor, the participant's parent or legal guardian) a written waiver, assumption-of-risk acknowledgment, release of liability, and indemnification agreement reasonably designed to protect the Club, its administrators, officers, volunteers, members, sponsors, and host landowners, consistent with applicable law in the jurisdiction of the Member Activity. The Club is solely responsible for the form, content, jurisdictional adequacy, execution, retention, and enforcement of those waivers, including storage within the Waiver Repository and independent offline backup.
9.5 Insurance. The Club will obtain and maintain in force throughout the Term such commercial general liability, event, participant accident, and other insurance coverage as is appropriate for the Club's Member Activities and the jurisdictions in which they are conducted. Trail Convoy does not provide insurance coverage for the Club, its administrators, its Members, or Member Activities, and the Service does not constitute or substitute for insurance.
9.6 Service Not a Safety System. No feature of the Service, including the Member directory, event coordinator, calendar, roster, communications tools, route or trail records, vehicle records, GPS Tracking Feature, Waiver Repository, third-party content, or any data the Club generates through the Service — is designed, marketed, warranted, or to be relied upon as a safety system, dispatch service, emergency-response service, GPS or navigation safety device, vehicle-tracking safety device, weather service, search-and-rescue service, or substitute for the Club's own safety protocols, supervision, training, equipment, communications, or judgment. The Club will independently verify any information generated through or available within the Service before relying on it for any safety-related purpose.
9.7 Compliance with Land-Manager Requirements. Where a Member Activity occurs on federal, state, tribal, local, or private land, the Club is responsible for obtaining and complying with all applicable permits, authorizations, conditions, fees, route designations, seasonal closures, group-size limits, and landowner requirements. The Club is solely responsible for the consequences of any failure to obtain or comply with such requirements.
10.1 Sample Documents Defined. From time to time Trail Convoy may make available to the Club sample documents and materials intended to assist the Club in operating a recreational club, including sample membership applications, member waivers and releases, codes of conduct, bylaws excerpts, parental-consent forms, incident-report templates, trail-leader checklists, and similar materials (collectively, "Sample Documents"). Sample Documents are made available as starting reference material and for general informational purposes only.
10.2 Not Legal Advice; No Attorney-Client Relationship. Sample Documents do not constitute legal advice and are not represented to be legally sufficient for any particular purpose, Club, jurisdiction, or activity. Trail Convoy is not a law firm and is not engaged in the practice of law. The provision of, access to, or use of any Sample Document does not create an attorney-client relationship. The Club should not interpret any guidance or correspondence from Trail Convoy regarding Sample Documents as legal advice.
10.3 Club Duty to Retain Counsel. The Club is solely responsible for engaging qualified legal counsel licensed in the applicable jurisdiction to review, revise, and approve any Sample Document before adoption, distribution, presentation to Members, or use. The Club assumes all risk and responsibility for the selection, modification, distribution, execution, and enforcement of any Sample Document and for any consequence of using a Sample Document without independent legal review.
10.4 "AS IS" Treatment. Sample Documents are provided "AS IS" and "AS AVAILABLE" without warranty of any kind, express, implied, or statutory, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and legal sufficiency. The disclaimers in Article 14 and the limitations of liability in Article 15 apply equally to Sample Documents.
11.1 Trail Convoy retains all right, title, and interest in and to the Service, including all software, design, user interfaces, documentation, Sample Documents in their original form, and content provided by Trail Convoy, together with all related intellectual-property rights. No rights are granted to the Club other than the limited subscription right expressly set forth in this Agreement.
11.2 The Club retains ownership of Club Data and grants Trail Convoy a worldwide, non-exclusive, royalty-free license to host, store, transmit, display, and process Club Data as necessary to provide the Service.
11.3 Any feedback or suggestions about the Service provided by the Club are non-confidential, and Trail Convoy may use such feedback without restriction or compensation.
12.1 "Confidential Information" means non-public business or technical information disclosed by one Party to the other that is identified as confidential or that a reasonable person would understand to be confidential.
12.2 Each Party will: (a) protect the other Party's Confidential Information using the same degree of care it uses to protect its own confidential information of similar importance (no less than a commercially reasonable standard); (b) use the other Party's Confidential Information only as necessary to perform its obligations under this Agreement; and (c) not disclose the other Party's Confidential Information to any third party other than employees, contractors, advisors, or sub-processors with a need to know and bound by comparable obligations.
12.3 Confidential Information does not include information that is publicly available without breach of this Agreement, rightfully known prior to disclosure, independently developed without reference to the discloser's Confidential Information, or required to be disclosed by law.
13.1 Term. This Agreement begins on the Effective Date and continues for the Initial Term and any Renewal Terms, until terminated as set forth herein.
13.2 Cancellation by Club (At-Will). The Club may cancel this Agreement effective at the end of the then-current Term by providing written notice to Trail Convoy no later than the last day of the then-current Term. The Club may also cancel at any time for any reason or no reason by written notice via the cancellation mechanism within the Service or to Trail Convoy's designated contact address. Cancellation is effective at the end of the then-current billing cycle. No prorated refunds are issued for partial billing periods. Cancellation does not entitle the Club to a refund of Subscription Fees previously paid, as set forth in Article 3.
13.3 Suspension by Trail Convoy. In addition to the suspension rights under Section 2.8, Trail Convoy may suspend the Club's access to the Service for material breach of this Agreement, for activity prohibited by Article 5 or Article 8, or for activity that poses immediate risk to the Service, other users, or third parties. Trail Convoy will provide reasonable notice of suspension where practicable.
13.4 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if such breach is not cured within thirty (30) days after written notice. Trail Convoy may terminate immediately, without cure period, for breaches of Article 5 (Restricted Business Activity) or Article 8 (Acceptable Use), or for fraud or material misrepresentation.
13.5 Termination by Trail Convoy. Trail Convoy may terminate this Agreement upon thirty (30) days' written notice to the Club for any reason or no reason. In such event, the Club shall receive a prorated refund of prepaid Subscription Fees for the period following the termination date, which shall be the Club's sole remedy for such termination.
13.6 Effect of Termination. Upon termination: (a) the Club's access to the Service ceases as of the effective termination date; (b) the Club may request a final export of Club Data per Article 7; (c) accrued unpaid Subscription Fees become immediately due and payable; and (d) Articles 3, 6, 9, 10, 11, 12, 14, 15, 16, 17, 18, 19, and 20 survive termination.
14.1 Mutual Representations. Each Party represents and warrants that: (a) it has the legal authority to enter into this Agreement; and (b) this Agreement, when executed, will be a legal, valid, and binding obligation of such Party.
14.2 Club Representations. The Club further represents and warrants that: (a) information provided during onboarding is true, complete, and accurate; (b) the Club's activities do not fall within the prohibited categories of the Stripe Restricted List; (c) the Club is duly organized under the laws of its jurisdiction; (d) the Club's use of the Service will comply with all applicable laws; and (e) the Club operates Member Activities in accordance with Article 9.
14.3 DISCLAIMER OF WARRANTIES.
Except as expressly set forth in Section 14.1, Trail Convoy expressly disclaims all warranties, express, implied, statutory, or otherwise, including the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and legal sufficiency. Trail Convoy does not warrant that: (a) the Service will be uninterrupted, error-free, or free of harmful components; (b) any Sample Document is current, complete, accurate, enforceable, or appropriate for the Club's use; (c) the GPS Tracking Feature will function reliably in remote, off-road, or obstructed environments; or (d) the Waiver Repository will preserve documents in a legally admissible format. No oral or written representation by Trail Convoy or its representatives creates any warranty not expressly stated in this Agreement.
No portion of the Service is warranted or represented as a safety device, emergency service, or substitute for the Club's own safety protocols, as further provided in Article 9.
15.1 Exclusion of Consequential and Other Damages. To the maximum extent permitted by applicable law, in no event shall Trail Convoy Parties be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages of any kind, including but not limited to:
In each case whether based on contract, tort (including negligence), strict liability, statute, or any other legal theory, and whether or not Trail Convoy has been advised of the possibility of such damages.
15.2 Aggregate Liability Cap. Except for the Club's obligations under Article 5, Article 9, and Article 16; either Party's material breach of Article 6 or Article 12; or either Party's gross negligence or willful misconduct, the aggregate liability of Trail Convoy Parties to the Club for all claims arising out of or relating to this Agreement whether in contract, tort, strict liability, or otherwise shall not exceed the lesser of:
15.3 Zero Liability for Member Activities and Participant Harm. To the maximum extent permitted by law, Trail Convoy Parties shall have absolutely no liability of any kind for:
15.4 Zero Liability for GPS Tracking. Without limiting Section 15.1 or 15.2, and notwithstanding any other provision of this Agreement, Trail Convoy shall bear no liability for any outcome, harm, loss, injury, death, or claim of any nature arising from or related to the GPS Tracking Feature, as more fully set forth in Section 4.3. This zero-liability provision is absolute and survives termination of this Agreement.
15.5 Club's Actions — No Liability Transfer. Trail Convoy bears no liability whatsoever for harm, injury, death, property damage, or other loss arising from or related to: (a) actions taken or not taken by the Club, its administrators, Members, guests, or participants in connection with any Covered Activity; (b) the Club's failure to obtain legally sufficient waivers from its Members or participants; (c) decisions made by the Club or any participant based on information, routes, GPS data, or other content accessed through the Service; (d) terrain conditions, weather, vehicle failure, or any physical hazard encountered during Member Activities; (e) the Club's failure to comply with applicable laws, regulations, or safety standards; or (f) any third-party conduct, emergency response failure, or force majeure event.
15.6 Essential Basis of the Bargain. The Club acknowledges that: (a) the Subscription Fee is set at a level that reflects the limitations of liability in this Article 15; (b) Trail Convoy would not enter into this Agreement absent such limitations; (c) the limitations represent a reasonable and negotiated allocation of risk between commercial parties; and (d) the Club has had the opportunity to seek independent legal counsel and to negotiate alternative terms. The limitations in this Article 15 constitute an essential element of the basis of the bargain between the Parties.
15.7 Multiple Claims; No Aggregation Workaround. The limitation of liability set forth in Section 15.2 applies to the aggregate of all claims by the Club against Trail Convoy Parties, regardless of whether such claims are brought separately or together, and regardless of the theory of recovery. The Club may not artificially separate a single course of conduct into multiple claims to circumvent the aggregate cap.
15.8 Jurisdictional Savings Clause. Some jurisdictions do not allow the exclusion or limitation of certain damages. To the extent any limitation in this Article 15 is unenforceable under applicable law, that limitation shall be reformed to the minimum extent necessary to make it enforceable, and all other limitations shall remain in full force and effect.
16.1 Club's Indemnification Obligation. The Club shall defend, indemnify, and hold harmless Trail Convoy Parties from and against any and all third-party claims, demands, actions, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and court costs) ("Claims") arising out of or relating to:
16.2 Indemnification Procedure. Trail Convoy will: (a) promptly notify the Club of any Claim subject to indemnification (delay in notice relieves the Club only to the extent the Club is materially prejudiced); (b) tender sole control of the defense and settlement of the Claim to the Club (subject to Trail Convoy's right to participate at its own expense); and (c) provide reasonable cooperation at the Club's expense. The Club will not settle any Claim that imposes any non-monetary obligation on Trail Convoy or that does not include a full release of Trail Convoy without Trail Convoy's prior written consent.
17.1 Club Acknowledgment. The Club expressly acknowledges and agrees that:
17.2 Club's Assumption of Risk. The Club, on behalf of itself and its administrators, members, guests, and participants, hereby expressly and voluntarily assumes all risk of harm, injury, death, or property damage arising from or related to: (a) use of the Service; (b) participation in any Member Activity or Covered Activity; and (c) reliance on any information, GPS data, route data, or content accessed through the Service. This assumption of risk is intended to be as broad and inclusive as permitted by Arizona law and survives termination of this Agreement.
17.3 Participant Waivers. The Club is solely responsible for ensuring that all Members, guests, and participants in Member Activities execute legally sufficient waivers of liability, indemnification agreements, and assumption-of-risk documents before participating in any Member Activity. Storage of such documents in the Waiver Repository does not guarantee legal sufficiency or enforceability. Trail Convoy strongly recommends that the Club engage Arizona-licensed legal counsel to ensure the adequacy of all participant-facing documentation.
18.1 Trail Convoy may amend this Agreement from time to time. For material changes that adversely affect the Club, Trail Convoy will provide at least thirty (30) days' advance notice to the Primary Contact at the email of record. The Club's continued use of the Service after the effective date of an amendment constitutes acceptance. If the Club does not accept a material change, the Club's exclusive remedy is to cancel per Section 13.2 effective at the end of the then-current Term.
19.1 Governing Law. This Agreement is governed by, and construed in accordance with, the laws of the State of Arizona, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
19.2 Mandatory Informal Resolution. Before initiating any formal dispute resolution proceeding, the Parties agree to attempt informal resolution. The Party asserting a dispute shall provide written notice describing the nature of the dispute and desired resolution. The Parties shall negotiate in good faith for thirty (30) days from receipt of such notice before initiating formal proceedings.
19.3 Binding Arbitration. If the Parties are unable to resolve a dispute through informal negotiation, any dispute, claim, or controversy arising from or relating to this Agreement — including the determination of the scope or applicability of this arbitration clause — shall be submitted to final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall take place in Maricopa County, Arizona. The arbitrator shall apply Arizona law. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
19.4 Jury Trial Waiver. Each Party knowingly, voluntarily, and intentionally waives any right it may have to a trial by jury in any legal proceeding arising out of or relating to this Agreement.
19.5 Exclusive Venue. For any claims not subject to arbitration, the Parties consent to the exclusive jurisdiction of, and venue in, the state and federal courts located in Maricopa County, Arizona. Each Party waives any objection to venue in such courts.
19.6 Attorneys' Fees. In any arbitration or litigation arising from this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing Party, in accordance with A.R.S. § 12-341.01.
19.7 Limitation Period. Any action arising out of or relating to this Agreement must be commenced within two (2) years of the date on which the cause of action accrued, except where such limitation cannot be modified by agreement under applicable law.
19.8 Force Majeure. Neither Party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, pandemic, civil unrest, fire, flood, earthquake, governmental orders, labor disputes, internet or telecommunications failures, or failures of third-party service providers including Stripe.
20.1 To Trail Convoy: Notices shall be sent to: Trail Convoy Legal, 32531 N Scottsdale Rd, Ste 105 #703, Scottsdale, AZ 85266, United States (or such other address as Trail Convoy may designate by written notice to the Primary Contact).
20.2 To the Club: Notices shall be sent to the Primary Contact email of record for the Club at the time of execution, or to such other email address as the Club may designate in writing.
20.3 Notices are deemed given on the date sent by email to the designated address, provided no bounce or non-delivery notice is received within one (1) business day. If such notice is received, the sender will make commercially reasonable efforts to deliver by an alternative means.
21.1 Entire Agreement. This Agreement, together with all exhibits and policies expressly incorporated by reference, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous communications, proposals, or agreements.
21.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder will continue in full force and effect, and the invalid provision will be reformed to give effect to the Parties' intent to the maximum extent permitted by law.
21.3 No Waiver. The failure of either Party to enforce any provision of this Agreement on any occasion will not constitute a waiver of that or any other provision. No waiver will be effective unless in writing and signed by the Party against whom enforcement is sought.
21.4 Assignment. The Club may not assign or transfer this Agreement without Trail Convoy's prior written consent, except in connection with a merger, acquisition, or sale of substantially all of its assets. Trail Convoy may freely assign this Agreement in connection with a merger, acquisition, reorganization, or sale of assets. Any prohibited assignment is void.
21.5 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship.
21.6 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted assigns. Nothing herein is intended to confer any rights or remedies upon any third party, including Members, guests, or participants in Member Activities.
21.7 Electronic Signature. Acceptance through clickwrap or other electronic means at the conclusion of Trail Convoy's onboarding flow constitutes a valid and binding execution of this Agreement, satisfying the Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act (UETA) as adopted in Arizona.
21.8 Headings. Article and Section headings are for convenience only and do not affect interpretation of this Agreement.
21.9 Contact. Questions about this Agreement may be directed to: Michael ("Mike") Johnston [[email protected]].
BY CLICKING "I AGREE" OR OTHERWISE EXECUTING THIS AGREEMENT ELECTRONICALLY, EACH PARTY REPRESENTS THAT: (1) IT HAS READ THIS AGREEMENT IN ITS ENTIRETY; (2) IT HAS HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL OF ITS CHOOSING; (3) IT FULLY UNDERSTANDS AND AGREES TO ALL TERMS, INCLUDING THE LIMITATION OF LIABILITY IN ARTICLE 15, THE INDEMNIFICATION IN ARTICLE 16, AND THE ASSUMPTION OF RISK IN ARTICLE 17; AND (4) THE PERSON EXECUTING THIS AGREEMENT HAS FULL AUTHORITY TO BIND THE PARTY ON WHOSE BEHALF THEY SIGN.
Each acknowledgment is recorded with the date, your IP address, and a version stamp of the Service Agreement above.
By signing below you, [your name], accept the Service Agreement above on behalf of [your club], and represent that you are authorized to bind the club.
Application received for your club
Questions? Email [email protected].