Terms and conditions - Unwind Agency

GENERAL TERMS AND CONDITIONS OF THE END USER SUB-LICENSE AGREEMENT

(GENERAL TERMS FOR END USER SUB-LICENSE AGREEMENT), hereinafter also referred to as “GTC,”

effective as of November 1, 2024.

§1. Definitions.

The terms listed below have the following meanings in the GTC:

“Agency” means the Licensor’s individual account on the GHL Platform, allowing the account holder, in particular, to grant further licenses (sublicenses) to Users (granting access to the GHL Platform), manage accounts operated within the Agency, provide services to Users within the functionality available through the GHL Platform, including services related to ongoing support in the operation and administration of the User’s account, customization of the User’s account functionality, including linking the User’s account to third-party software, i.e., entities other than HighLevel, in each case depending on the scope of services specified in the agreement between the Licensor and its customer (the User).
“GHL” or “HighLevel” means the provider of the GHL Platform, which is HighLevel Inc. with its registered office in the United States of America, in the state of Texas, at the address: 400 N. Saint Paul St. STE 920 Dallas, TX 75201, operating under the laws of the State of Texas.
“User Account” means an individual account created by the Licensor (Cloud Automate) for the Licensee under the Agreement, enabling access to the GHL Platform and its functionality through the Agency operated by the Licensor.
“Licensee” or “User” means a natural person conducting sole proprietorship, a legal person or an organizational unit without legal personality, to which the law grants legal capacity (so-called imperfect legal persons), which has entered into the Agreement with the Licensor.
“Licensor” means CLOUD AUTOMATE LTD, with its registered office in London, address: 220c Blythe Road, London, England, W14 0HH, entered in the register of entrepreneurs under company number 16458855, whose registration files are likely to be kept by Companies House in London, operating through the GHL Platform.
“GHL Platform” means a comprehensive technological solution provided by HighLevel in the Software as a Service (SaaS), i.e. as software available online (operating in the GHL cloud infrastructure) through the Agency, offering Users various types of services, training, content, functionalities, communication channels, and software or other features through or via the HighLevel website or mobile application (platform), whereby:
for
1. services, solely for the purposes of this definition, means various integrations of products and services made available on the GHL Platform, which may also include third-party services, i.e., entities other than HighLevel;
2. training, solely for the purposes of this definition, means any training, information, or suggested uses provided by HighLevel regarding the GHL Platform.
  The provider, i.e. HighLevel, is responsible for the delivery, maintenance, operation, and development of the GHL Platform. The GHL Platform is the property of GHL.
“Subject of the License” means the GHL Platform software made available to the Licensee by the Licensor via CloudAutomate through the User Account.
“SAAS Website” means the website of the CloudAutomate available at the URL: https://cloud-automate.co, through which Users can register their User Account on the GHL Platform, enabling them to use the software constituting the GHL Platform.
“Additional Services” means services other than those provided under the Agreement offered by the Licensor to Licensees in connection with the operation of the CloudAutomate, relating to the use of the software offered as part of the GHL Platform or other services related to the management and operation of the Licensee’s account created through Unwind MMS on the GHL Platform.
“Third Party Services” means services, in particular the provision of specific software, provided by entities other than GHL, allowing these services to be linked to the operation of the GHL Platform and the functionalities it offers.
“Agreement” means a license agreement concluded between the Licensor and the Licensee via the Licensor’s website available at the URL: https://cloud-automate.co on the terms and conditions set forth in these GTC, whereby the conclusion of the Agreement requires acceptance of these GTC.
“Cloud Automate” means the Agency operated through the GHL Platform by the Licensor under the name “Cloud Automate” or High Level.
“GHL Terms and Conditions” means the currently applicable general terms and conditions of use of the GHL Platform applicable to all its users and made available by GHL, which, in particular, as of the date of conclusion of the Agreement, constitute:
1. “Terms of Service” constituting the rules and regulations for users of the GHL Platform, available on the date of conclusion of the Agreement at the URL: https://www.gohighlevel.com/terms-of-service
2. “Privacy Policy” constituting the privacy policy adopted for the GHL Platform, available on the date of conclusion of the Agreement at the following URL: https://www.gohighlevel.com/privacy-policy

§2. Subject Matter of the Agreement.

The subject matter of the Agreement is the granting of rights to the Licensee by the Licensor to use the Subject Matter of the License.
The Licensor declares that the Licensee’s use of the GHL Platform via Cloud Automate through the User Account will not infringe the copyrights, industrial property rights, or any other rights of third parties, provided that the Licensee complies with the terms of the Agreement and the GHL Terms and Conditions.
The Licensor declares that it has the necessary rights to grant the Licensee a license to use the Subject of the License.

§3. Conclusion of the Agreement. Trial period.

The condition for concluding the Agreement is that the Licensee has the status of an entrepreneur. By accepting these GTC, the Licensee declares that they have the status of an entrepreneur.
A person who is at least 18 years of age and is authorized to represent the Licensee or act on behalf of and for the Licensee in the conclusion of the Agreement is entitled to conclude the Agreement. The person registering the Licensee’s account on the CloudAutomate website also declares that they meet the conditions specified in the previous sentence.
A person who declares on their own behalf and on behalf of the entity they represent that the User, as well as its employees, associates, owners, or members of governing bodies, are not competitors of GHL and are not entering into the Agreement for the purpose of competing with GHL is entitled to conclude the Agreement.
The Agreement is concluded and the Licensee is bound by its terms and conditions by performing the following actions together:
the Licensee registers a User Account via the CloudAutomate Website, in accordance with the registration form available on that website, including:
1. providing complete and truthful data required in the registration form;
2. submitting a statement of familiarization with and acceptance of the GTC and other documents currently required to be accepted by the Licensee, in particular the terms and conditions of electronic service provision by the Licensor or the privacy policy, whereby each time the scope of documents required for acceptance will be indicated to the Licensee prior to the conclusion of the Agreement in the registration form;
3. submitting a statement confirming that they have read the GHL Terms and Conditions made available by the Licensee prior to the conclusion of the Agreement;
Obtaining by the Licensee from the Licensor individual login details for the User Account (login and password) to the indicated e-mail address, after which the Agreement between the Licensor and the Licensee, which also constitutes confirmation of the Licensee’s acceptance of these GTC, subject to the provision of section 5 below.
1. During the first 14 calendar days from the date of registration of the User Account, the Licensee shall receive free demo access to the GHL Platform software in a trial version. After the expiry of the specified trial period, the Licensee’s continued use of the Subject of the License is conditional upon the payment of the License Fee in full and on time. If the License Fee is not paid in full and on time, the Agreement shall be automatically terminated and the Licensee shall not be entitled to continue using the Subject of the License.
2. The Licensee shall receive the details or a redirect for the payment of the first License Fee automatically upon expiry of the specified trial period. Payment of the first License Fee by the Licensee is a condition for the continuation of the Agreement on the terms of a paid license, granted for an indefinite period.

§5. Nature and scope of the license. Fields of Use.

As part of the remuneration specified in §7 of the Agreement (License Fee), the Licensor grants the Licensee a non-exclusive license to use the GHL Platform (the Subject of the License – software) and its individual elements through the Unwind MMS Agency via a User Account individually assigned to the Licensee. During the demonstration period, the license is granted free of charge.
The license is granted after completing the registration of the User Account via the Cloud Automate Website, upon the Licensor providing the Licensee with individual login details for the User Account (login and password). Due to its nature (software available online in a cloud infrastructure), the license does not require the issuance of a medium containing the Subject of the License.
In order to start using the Subject of the License without logging into the User Account, it is necessary to create an administrator profile for the User Account, which will be done by the Licensee with the support of the Licensor immediately after the conclusion of the Agreement, as part of the first License Fee.
The Licensee is not entitled to grant further licenses (sublicenses).
The license entitles the Licensee to use the GHL Platform software without territorial restrictions, other than those resulting from the GHL regulations.
The license entitles the Licensee to use the GHL Platform software through or via the HighLevel website or mobile application, after installing it on the Licensee’s devices.
The Licensor grants the Licensee specified in section 1 a license to use the Subject of the License in the following fields of exploitation:
1. use of the software that is the Subject of the License in accordance with its functionalities and intended purpose for the purpose of conducting business or professional activities by the Licensee, including the use of all functionalities available within the Subject of the License;
2. copying data created or processed using the software (creating backup copies, data extracts) that is the Subject of the License for the Licensee’s own use related to the conduct of their business or professional activity;
3. configure the software constituting the Subject of the License, including combining it with other programs covering Third Party Services, only to the extent permitted by the HighLevel software provider in accordance with the GHL Terms and Conditions;
4. installing and running the software on devices such as computers (desktops), mobile devices (laptops, phones, and other similar devices), in accordance with the scope of access granted, as referred to in section 7 above;
5. enabling the use of the software by users who are employees or associates of the Licensee, creating accounts (sub-accounts) for them within the Subject of the License, in such a way that each of them has access to the software at a place and time of their choice, subject to the limits granted under the access license, depending on the amount of the License Fee.
Due to the fact that HighLevel is the provider of the GHL Platform and that HighLevel holds the copyright to the software, the User is only entitled to use the Subject of the License in a manner that does not infringe the rights of GHL and the GHL Terms and Conditions. This applies in particular to interference with the software comprising the GHL Platform or combining it with other programs involving Third Party Services.
The Licensee shall be liable for the actions or omissions of persons to whom they make the Subject of the License available for use, including their employees and associates, as for their own actions or omissions.

§4. Cloud Automate General Terms and Conditions.

Under the Agreement, the Licensor grants the Licensee a license for software owned by HighLevel, which is also the provider of the GHL Platform. In accordance with the HighLevel business model, the Licensor operates a Cloud Automate agency on the GHL Platform, enabling it to grant further licenses to end users and provide other Additional Services supporting the User’s use of the User Account and the GHL Platform.
Each User of the GHL Platform, apart from other agreements governing their status and right of access to the GHL Platform, is bound by the GHL Terms and Conditions as the provider of that platform when they start using the GHL Platform. The above requires the User to read and comply with the content of the Agreement, but also to read and comply with the GHL Terms and Conditions, which are the overriding terms and conditions governing the use of the GHL Platform.
As the provider of the GHL Platform, GHL is responsible in particular for:
1. maintaining and ensuring the availability of the GHL Platform;
  providing specific functionalities, including their expansion or modification within the GHL Platform;
2. the policy of developing the GHL Platform as software, including introducing changes to this software;
3. ensuring the specified working quality of cloud systems;
  processing data, including personal data entered or made available to the GHL Platform by Users;
4. the privacy policy within the GHL Platform;
5. maintaining, blocking, or deleting User Accounts;
  rules for accessing Third Party Services through and in connection with the operation of the GHL Platform.
As the provider of the GHL Platform, GHL is unilaterally entitled to decide on access to the GHL Platform by Users and may, without the knowledge or consent of the Licensor, restrict or revoke access to a User Account or suspend User Accounts in accordance with the terms and conditions set out in the GHL Terms and Conditions, over which the Licensor has no control. GHL, as the provider of the GHL Platform, is also unilaterally entitled to decide to terminate the operation of the GHL Platform or change the model of providing services within the GHL Platform.
As a user of the GHL Platform with the status of an Agency within the
CloudAutomate account, the Licensor is solely responsible to the Licensee for:
1. fulfilling the terms of the Agreement, consisting in granting a license on the terms specified therein, thus ensuring the User the right of access to the GHL Platform through the Agency;
2. professional diligence in the scope of services provided directly by Cloud Automate to the User in connection with granting and administering their access to the GHL Platform through the Agency;
3. professional diligence in the scope of Additional Services provided.
The Licensor, not being the provider of the GHL Platform, is not responsible for the provision or quality of services provided directly by the provider of the GHL Platform, which is HighLevel, which in particular includes the provision of services:
1. maintenance and availability of cloud systems through which the software constituting the GHL Platform is made available;
  maintenance of the performance of cloud systems and the GHL Platform;
2. related to the provision of functionalities offered within the GHL Platform, including the maintenance of the range of functionalities or its modification, limitation, or extension;
3. maintenance (storage) of data entered and processed through (or generated by) the GHL Platform, together with ensuring access to such data, its security and durability;
4. related to ensuring compatibility with software related to Third Party Services;
5. making the GHL Platform available to its users.
The Licensor, not being the provider of the GHL Platform, shall not be liable for any damage suffered by the User in connection with the use of the GHL Platform, except for the circumstances listed in section 5(a) and (b).
The Licensee undertakes to use the services of the GHL Platform via CloudAutomate in accordance with the Agreement and in compliance with the currently applicable GHL Terms and Conditions.
Persons under the age of 18 are not entitled to use the GHL Platform. The User is not entitled to allow persons who do not meet this condition to use the GHL Platform.
In addition to other obligations specified in the Agreement concerning the proper use of the GHL Platform, the Licensee is obliged to:
1. ensure that they, their employees, associates, and customers do not present false information about the GHL Platform and its provider;
  ensure that the content and software it provides to the GHL Platform is lawful;
2. ensure that it will not knowingly grant access to the GHL Platform to entities competing with HighLevel;
  ensure that they will not directly or indirectly decompile, disassemble, or otherwise attempt to discover the source code, object code, or structure, ideas, know-how, or algorithms relating to the GHL Platform;
3. ensure that they will not modify, translate, or create derivative works based on the GHL Platform (unless expressly permitted by HighLevel);
4. ensure that you will not remove any proprietary markings or labels relating to the GHL Platform.
5. direct any complaints or similar reports concerning the functioning of the GHL Platform exclusively to the Licensor.
The Licensee declares that it meets the subjective requirements of the GHL regulations, i.e. that (i) it is not listed on, nor is it owned or controlled by any party listed on the list of persons or entities prohibited from receiving US exports or transactions with any US person, (ii) is not a citizen, located in, or an entity (or director/employee/agent/representative of such an entity) registered in any Prohibited Jurisdiction, or an entity that is or was more than 50% owned or controlled by any person described in (i) or (ii), and is not a military user and will not use HighLevel or the GHL Platform for military use; (iii) will not allow its users to access or use the GHL Platform or provide any services to any person in violation of any Export Control Laws; (iv) no user data created or uploaded by the user is subject to any restrictions on disclosure, transfer, download, export, or re-export under Export Control Laws, and (v) will comply with all applicable laws regarding the transmission of technical data exported from the US and the country in which the user is located. Additionally, that you will not use the GHL Platform to disclose, transfer, download, export, or re-export, directly or indirectly, any user data or content to any country, entity, or other party that is not authorized to receive such items under the Export Control Laws or other laws or regulations to which it may be subject, and that you are solely responsible for complying with the Export Control Laws (translation of the content of clause 1.12. of the GHL Terms of Service, as of the date of adoption of these GTC).
The Licensee is not entitled to publish unlawful content via the GHL Platform, including:
1. content that is illegal, threatening, harassing, defamatory, misleading, fraudulent, invasive of another’s privacy, or contains graphic descriptions of sexual or violent content;
2. content that harms, harasses, degrades, or intimidates a person or group of persons on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability, or other grounds;
3. those that infringe on any patents, trademarks, trade secrets, copyrights, rights of publicity, or other intellectual property rights of any person; or
4. those that violate security, compromise or otherwise allow access to secure, protected or inaccessible areas of the GHL Platform, or attempt to access other networks or servers through the User Account.
The Licensor declares that when performing any Additional Services or other activities for the Licensee and operating CloudAutomate, it is also bound by and limited to the content of the GHL Terms and Conditions.
The Licensor does not guarantee (as a non-supplier) any parameters or suitability for economic use of the GHL Platform, including the achievement of specific economic benefits.

§6. Licensor’s Obligations. Additional Services offered by the Licensor.

As an Agency operating within the GHL Platform, the Licensor undertakes to the Licensor to:
1. ensure the security and durability of User Account data from the Cloud Automate level (i.e., no interference or sharing of this data with unauthorized persons without the consent of the User from the Agency owner level), taking into account the fact that the GHL Platform provider is HighLevel;
2. ensuring the Licensee the continuity of the license on the terms specified in §8 of the Agreement;
3. providing technical and administrative support to the User on the terms of Additional Services at the customer’s request;
4. exercising due diligence taking into account the professional nature of its business when providing Additional Services to the User.
Furthermore, the Licensor ensures that, as one of the Agencies cooperating professionally with HighLevel, it has the appropriate competences, training, and team enabling it to provide professional implementation and support services related to the operation of the GHL Platform for Users using Cloud Automate.
Upon granting the license and access to the User Account, the User becomes responsible for the further use of this account and for complying with the law, the Agreement, and the GHL Terms and Conditions. In particular, the User is responsible for:
1. using the software covered by the GHL Platform in a lawful manner;
  the legality of the content and data entered into the GHL Platform;
2. adequate control and protection of access to their User Account against unauthorized persons from the User Account administrator level;
3. deciding on the manner of using the User Account and the GHL Platform via CloudAutomate;
4. making decisions about entering data into the GHL Platform memory or creating data through the GHL Platform and securing it appropriately, e.g., by systematically creating backups.
The Licensor provides users of the GHL Platform with technical and administrative support in the operation of User Accounts created via Cloud Automate on terms agreed separately with Users, in particular based on the current offer and price lists available on the Unwind Website, which constitute Additional Services not covered by the remuneration (License Fee) specified in §7 of the Agreement. The Licensor informs that as part of the Additional Services, it provides the following services in particular:
1. support in implementing the application for use in the User’s enterprise, including individual configuration of the User Account settings to the User’s needs;
2. support in administering the User Account, including the creation of additional sub-accounts within the User Account above the administrator profile;
3. support in activating Third Party Services for the User Account available within the GHL Platform;
4. other technical support services when using the GHL Platform through the User Account;
5. additional implementation services (User Account development) such as implementing additional functions, planning, and building marketing strategies;
6. creating backups to protect the data entered into the User Account against accidental loss or downloading system settings in the form of a “snapshot”;
7. support in data migration in connection with the termination of use of the GHL Platform through the User Account;
8. other services, in accordance with the Licensor’s current offer.

§7. Remuneration (License Fee).

The license is granted for a monthly fee, also referred to as the License Fee, payable for each subsequent month of use of the Subject of the License after the expiration of the demonstration period referred to in §3(5) of these GTC.
The net License Fee (i.e., excluding VAT) is specified in the Licensor’s current price list available on the Cloud Automate Website, unless the remuneration is individually agreed by the Parties, e.g., in connection with the provision of Additional Services.
The remuneration shall be payable in advance for each month by automatic debiting of the payment card connected by the Licensee. After the payment is made, the Licensor shall issue an invoice. In the case of using paid services, such as SMS or e-mail, additional amounts will be automatically debited from the connected payment card in order to replenish the balance to cover these services. Once the balance limit has been exhausted, the next amount will be automatically debited from the card, and the Licensor will issue and send an invoice.
The Licensee agrees to receive invoices electronically to the email address assigned to the User Account.
If the GHL Platform requires any additional fees to be paid for the use of Additional Services or additional functionality offered by the GHL Platform or through this Platform, it will be settled on terms agreed separately by the Parties or resulting from GHL price lists.

§8. Term of the Agreement.

The license is granted for an indefinite period with the possibility of terminating the Agreement on the terms specified below.
The Agreement may be terminated with one month’s notice, effective at the end of the calendar month following the month in which the notice was given by either Party, unless the Parties agree to extend the above-mentioned notice period, e.g., due to the need to migrate data. Extension of the notice period for termination of the Agreement requires the exchange of mutual declarations of intent by the Parties in writing.
The Licensor may terminate the Agreement with immediate effect in the event of:
1. a breach of the GHL Terms and Conditions by the Licensee;
2. the Licensor receiving information from GHL about the suspension of the Licensee’s or Licensor’s account;
3. gross violation by the Licensee of other provisions of the Agreement regarding the permitted scope of use of the Subject of the License;
4. violation by the Licensee of the provisions of the privacy policy;
5. violation by the Licensee of other obligations related to the protection of personal data resulting from generally applicable law.
The Agreement shall be automatically terminated without fault on the part of either Party in the event of:
1. termination of services by GHL;
2. removal of the Agency from the GHL Platform by GHL.
In the event of termination of the Agreement, the provisions of §9 and the relevant provisions defining the rules of liability of the Parties, as well as §10 sections 2-4 of these GTC, shall remain in force.
Statements of termination or termination of the Agreement without notice, i.e. with immediate effect, must be made in writing.

§9. Liability.

The Licensor shall not be liable for any damage caused by the User in connection with the improper use of the Licensed Material in violation of the law, the Agreement, or the GHL Terms and Conditions. If a third party makes a claim against the Licensor for compensation or other amounts, or if an administrative penalty is imposed on the Licensor for reasons attributable to the Licensee, the Licensor shall be entitled to recourse claims against the Licensee for reimbursement of such amounts or penalties in full.
For the avoidance of doubt, the rules of liability in section 1 above also apply to any content published by the Licensee via the GHL Platform.
The Licensor shall not be liable for any damage of any kind suffered by the Licensee in connection with the use of the Subject Matter of the License resulting from circumstances for which the Licensor is not responsible, in particular those related to circumstances dependent solely on GHL or Third Party Service Providers.

§10. Final Provisions.

Any amendment to the provisions of §7(1), (2), and (4) of the Agreement with regard to the License Fee rates specified therein shall require only that the Licensor communicate the change in the price list available on the Cloud Automate Website or individually agreed rates, and shall take effect at the beginning of the month following the date of communication of the new License Fee rates. If the new rates are not accepted, the Licensee shall be entitled to submit a statement of termination of the Agreement, and during the notice period, the last accepted License Fee rate shall apply.
Any disputes arising from the performance of the Agreement shall be settled amicably by the Parties, and in the event of failure to reach an agreement or if there is no prospect of reaching an agreement, such disputes shall be submitted to the competent District Court.
If any provision of the Agreement or only part of a provision proves to be invalid, this shall not affect the validity of the remaining provisions or the remaining part of such provision, respectively. The provisions of the Agreement are severable, and the invalidity of any of them in whole or in part shall not affect the binding force of the remaining provisions.
The Agreement shall be governed by law.
Changes to external documents referred to in the Agreement, such as the privacy policy or the Licensor’s terms and conditions, shall not constitute an amendment to the Agreement.
If the Licensee receives an email (including from an entity purporting to be HighLevel) requesting confidential information such as account numbers, user names, or passwords, the Licensee should not respond to any emails requesting such information. In such a case, this activity should be reported to the Licensor.