1. Introduction

This End User License Agreement ("Agreement") is a legal contract between you ("you" or "User") and defineXTEND Ltd, trading as High-Velocity Startups and as High-Velocity X ("defineXTEND", "we", "our", or "us"), a company registered in England and Wales (Company No. 08031789), whose registered office is at International House, 12 Constance Street, London, England, E16 2DQ. This Agreement governs your access to and use of our websites, the Velocity OS™ platform and related application solutions, tools, services, templates, and features (collectively, the "App"), and the High-Velocity X hosting service described in Schedule A (the "Hosting Service"). The App and the Hosting Service are together referred to as the "Services".

By accessing or using our websites, the App, or the Hosting Service, you confirm that you are legally able to enter into this binding contract and agree to comply with its terms. If you do not agree, do not use our Services.

Service-specific terms. Certain Services are subject to additional terms set out in the Schedules to this Agreement. Schedule A sets out the terms for the Hosting Service. Where a Schedule conflicts with the main body of this Agreement in relation to the Service that the Schedule governs, the Schedule prevails for that Service.

2. Privacy Policy

The terms of our Privacy Policy are incorporated by reference into this Agreement and apply to any Personal Data we collect or process in connection with the Services. In case of conflict, the Privacy Policy will govern data protection matters.

3. Definitions

• Agreement: This End User License Agreement, including any Schedules and documents incorporated by reference.
• App or Velocity OS™: Our websites, proprietary software platform, application solutions, tools, services, templates, and related offerings.
• Hosting Service: The High-Velocity X hosting service described in Schedule A.
• Input: Any data, prompts, files, text, images or other content you submit to the App.
• Output: Any content, data, insights or other information generated by the App in response to your Input.
• Personal Data: Information relating to an identified or identifiable natural person as defined by UK GDPR.
• Schedule: A schedule to this Agreement setting out additional terms for a specific Service.
• Services: The App and the Hosting Service, together.
• Subscription: The fee-bearing, time-limited right to access and use a Service.
• Subscription Term: The initial subscription period and any renewal periods.
• User, you: The individual or organisation that accepts this Agreement.
• VAT: Value Added Tax as defined in the Value Added Tax Act 1994 or its equivalent.

4. Ownership of Content

All Input and Output remain your property. defineXTEND retains no ownership rights in any content you submit or any content generated by the App in response to your submissions.

5. Grant of License

• We grant you a limited, non-exclusive, non-assignable, revocable license to access and use the Services for your internal business purposes, subject to this Agreement.
• defineXTEND retains all intellectual property rights in the App and any derivative works.
• You may not assign, sublicense, or transfer this license without our prior written consent.

6. Permitted Use and Restrictions

You may:

• Access and use the Services in accordance with this Agreement.
• Upload and store your own Input.
• Generate and use Output for your internal business purposes.

You must not:

• Copy, modify, reverse engineer, or create derivative works of the App.
• Sell, rent, or sublicense the App to third parties.
• Circumvent security features or misuse APIs.
• Upload unlawful, infringing, or harmful content.
• Violate any applicable laws or regulations in using the Services.
• Automate or scrape data from the App without authorization.

7. Your Obligations

• Provide accurate and lawful Input only.
• Keep your account credentials confidential.
• Verify the accuracy and suitability of any Output before use.
• Obtain any consents required for Personal Data you submit.

8. Data Protection

In connection with our websites and the App, we act as an independent controller of Personal Data and process it in accordance with the UK GDPR, the Data Protection Act 2018, and our Privacy Policy. Where we act as a processor on your behalf (for example, in relation to content you place within your hosted sub-account under the Hosting Service, as described in Schedule A), the relevant provisions of that Schedule and any applicable data processing addendum apply.

9. Fees and Payment

Subscriptions to the App are priced in GBP (including VAT) and processed via Stripe. App subscriptions renew automatically unless cancelled at least 24 hours before renewal. You may cancel an App subscription within 14 days of initial purchase for a full refund. Fees and payment terms for the Hosting Service are set out in Schedule A and, for that Service, replace this Section 9.

10. Disclaimers and Warranties

The Services are provided "AS-IS" and "AS-AVAILABLE" without warranty. To the fullest extent permitted by law, defineXTEND disclaims all implied warranties, including merchantability and fitness for purpose. We do not guarantee uninterrupted availability of any third-party platform on which a Service depends.

11. Limitation of Liability

Nothing in this Agreement limits or excludes our liability for death or personal injury caused by our negligence, for fraud, or for any other liability that cannot lawfully be limited or excluded. Subject to that, to the maximum extent permitted by law, defineXTEND's total liability will not exceed the fees paid by you in the preceding three months, and we are not liable for indirect, incidental, consequential, or punitive damages, or for loss of profit, revenue, business, goodwill, or data.

12. Indemnification

You agree to indemnify and hold defineXTEND harmless from any claims arising from your use of the Services or breach of this Agreement.

13. Termination

We may suspend or terminate your access for breach of this Agreement or by law. Upon termination, your license is revoked and you must cease use of the relevant Service. Termination provisions specific to the Hosting Service are set out in Schedule A.

14. Force Majeure

Neither party is liable for delays caused by events beyond reasonable control, including acts of God, war, or cyber-attacks.

15. Governing Law and Dispute Resolution

This Agreement is governed by the laws of England and Wales. Disputes will first be resolved informally, then by mediation, and finally by the courts of England and Wales.

16. Severability and Waiver

If any provision is found invalid, the remaining provisions remain in effect. No waiver is effective unless in writing.

17. Entire Agreement

This Agreement, together with its Schedules and the Privacy Policy, constitutes the entire agreement between you and defineXTEND regarding the Services.

18. Changes to This Agreement

We may update this Agreement and will communicate material changes. Continued use of the Services constitutes acceptance.

19. Contact Information

• General and data protection enquiries: [email protected]
• Hosting Service support: as set out in Schedule A, paragraph A6
• Website: www.highvelocitystartups.com

A1. Provider, scope and effective date

The Hosting Service is provided by defineXTEND Ltd trading as High-Velocity X. This Schedule applies exclusively to your subscription to the Hosting Service. Your subscription, and this Schedule, take effect on the date your first payment for the Hosting Service is processed via Stripe.

A2. Eligibility

The pricing in this Schedule is reserved for current members or participants of The Evergreen Academy. By subscribing, you confirm you are a member or participant at the time of payment. If you cease to be a member or participant, we may, at our discretion, continue to provide the Hosting Service on the same terms or transfer your account to our standard pricing, giving you not less than 30 days' prior written notice.

A3. The Hosting Service

We will provide: (a) provisioning and maintenance of a GoHighLevel sub-account; (b) hosting and ongoing technical operation of that sub-account; (c) reasonable technical support, maintenance and troubleshooting; and (d) such onboarding or migration support as may be agreed with you separately. We will perform the Hosting Service with reasonable skill and care consistent with generally accepted industry standards. You acknowledge that the underlying GoHighLevel platform is operated by a third party which we do not control, and that we do not guarantee its uninterrupted availability.

A4. Fees and payment (Hosting Service)

The fee for the Hosting Service is GBP 47 per calendar month plus VAT (or the equivalent in USD or another agreed currency), collected via Stripe on a recurring monthly basis. For the Hosting Service, this paragraph A4 replaces Section 9 of the main body. The Hosting Service is billed monthly on a rolling basis and is non-refundable except as required by law; the 14-day refund and 24-hour cancellation provisions of Section 9 do not apply to the Hosting Service. We may vary the fee on not less than 30 days' written notice; if you do not accept the variation you may terminate under paragraph A5 before it takes effect. If a payment fails, we may suspend the Hosting Service until payment is brought up to date, and if it remains outstanding for more than 14 days we may terminate.

A5. Term, minimum commitment and termination

The Hosting Service begins on the date your first payment is processed and continues on a rolling monthly basis until terminated. Either party may terminate on not less than 30 days' written notice. Where you receive onboarding or migration support, a minimum term of three (3) months applies; if you terminate before the end of the minimum term, the remaining fees for that period become immediately due and payable. On termination, your access to the sub-account will cease, accrued fees remain payable, and we will provide a reasonable opportunity to export your data before access ceases, subject to the capabilities of the underlying platform.

A6. Service levels and support

We will use reasonable endeavours to respond to support requests within 24 to 48 business hours. Response times are targets, not guarantees. Support is provided via [email protected] for as long as you are a current member or participant of The Evergreen Academy, and via the contact forms at highvelocityx.com at any time when you are no longer a member but continue to subscribe to the Hosting Service.

A7. Data protection (Hosting Service)

For Personal Data that you upload to or process within your hosted sub-account (including personal data of your own clients, customers, or contacts), you are the data controller and we act as your data processor. This differs from Section 8 of the main body, under which we act as an independent controller in connection with our websites and the App. Each party will comply with its respective obligations under applicable data protection laws, and a data processing addendum is available on request.

A8. Relationship with the main body

Except as expressly modified by this Schedule, all provisions of the main body of this Agreement (including, without limitation, the license grant, restrictions, disclaimers, limitation of liability, indemnification, force majeure, governing law, and changes) apply to the Hosting Service. This Schedule does not modify, replace, or supersede the terms that apply to the App or our websites.