ProUnlimited Subscription Terms & Conditions

PROUNLIMITED SUBSCRIPTION TERMS AND CONDITIONS

Version: 6th December 2023

We offer a subscription service that allows you to access and use a ProUnlimited Professional Licence, allowing you to benefit from all associated features, against payment of an annual Subscription Fee.

These terms and conditions, as amended from time to time (“Terms”), govern your purchase and use of the Subscription. Your use of your Account may also be subject to any other terms and conditions implemented by Stripe by way of its link to your Stripe Account.

You will not have access to your Subscription, nor be able to activate it, unless and until you have read all the Terms below and agree to them by ticking the “accept” box, and by clicking on the “Subscribe” button, you will be deemed to have accepted all these Terms.

Please read these Terms carefully. These Terms must be read with our prevailing Privacy Policy, Website Terms of Use, End-User Licence Agreement, Warranty and Shipping & Returns policies, all available on our Website, and all of which are incorporated into these Terms by reference.

Please refer to https://www.hexgs911.com/prounlimited for a detailed overview of ProUnlimited before activating your Subscription and before using and/or installing any products, services or software.

1. DEFINITIONS

1.1. Account. Your Subscription account with us, as registered by you on the Website, which is linked to your Stripe Account via the GS-911 software application and/or the mobile application (altogether the “App“) when you purchase your Subscription

1.2. Company. HEX Innovate (UK) Limited (Company No. 10233388) (Physical Address: Mazars, 30 Old Bailey, London, United Kingdom, EC4M 7AU (also “us“, “our“, “ours“). The Company is the licensor under the EULA.

1.3. EULA. The End-User Licence Agreement in terms of which you licence the Interface Device and/or Licensed Program Materials.

1.4. Interface Device. As defined and contemplated in the EULA.

1.5. License. As defined in the EULA.

1.6. Licensed Program Materials. As defined in the EULA.

1.7. Payment Method. Your chosen, current, valid, accepted and verified payment method recorded on your Stripe Account. You may update your Payment Method from time to time via your Stripe Account.

1.8. Professional Licence. A Professional-level Licence, for unlimited VIN use in combination with the Interface Device/s and Licenced Program Materials, read with and subject to the EULA.

1.9. Stripe. The payment processing platform we use, Stripe, Inc.

1.10. Stripe Account. The Stripe account linked to your Account.

1.11. Stripe Portal. The feature or weblink on the Website and/or the App, allowing you to easily link your existing Account to your Stripe Account.

1.12. Subscription. An annually recurring subscription for use of the Professional Licence.

1.13. Subscription Fee. The annual Subscription licence fee entitling you to the Subscription.

1.14. Taxes. Any value added tax, import duties, and such other taxes or duties as may be applicable in the local jurisdiction (that is, the jurisdiction where the Licensed Program Materials and Interface Devices are used).

1.15. You, your, yours. Our customer who purchases a Subscription.

1.16. Website. Our website, www.hexinnovate.com.

1.17. VIN. Vehicle Identification Number.

2. YOUR SUBSCRIPTION

2.1. Your Subscription purchase is deemed complete, and your Subscription starts, once payment of the Subscription Fee is made via your Payment Method.

2.2. The Subscription entitles you to use the Professional Licence for so long as you pay the Subscription Fee, abide by these Terms or until your Subscription is cancelled or terminated in accordance with these Terms.

2.3. To purchase, access and use your Subscription, you must register and link your Account to your Stripe Account, using the Stripe Account Portal. Only 1 Stripe Account may be associated with a Subscription at any time.

2.4. You may access and manage your Account details and settings via the Stripe Account Portal.

2.5. You must ensure that the electronic devices you use to access your Subscription are compatible with the Website and/or the App, and that you have adequate internet connectivity to access the Website and/or the App. We will not be held responsible for your inability to access the Website and/or the App or any part of the Licensed Program Materials for whatever reason.

2.6. You are responsible for maintaining your Account, and for any activity on your Account. For the avoidance of doubt, this includes your Stripe Account. To help maintain control over your Account and to prevent any unauthorised access of your Account, you must maintain control over your electronic devices. You must keep details of your Stripe Account secure and confidential, and you should not share this information with anyone. By allowing others to access your Stripe Account (which includes access to information in relation to it), you are liable for that person’s activity on your Account, including any changes to your Subscription and Payment Method/s.

2.7. You must maintain accurate and up-to-date information on your Account and Stripe Account, including valid Payment Methods and a valid email address (as this is the address we will use to communicate with you).

2.8. We do not guarantee uninterrupted use of the Website or the App. We may from time to time shut down the Website and/or the App for maintenance or other valid purposes. We will notify you of planned downtimes when possible.

2.9. We are not responsible for any issues you may experience in relation to your Stripe Account. You will promptly notify us if you experience such issues.

2.10. We reserve the right to modify any Licensed Program Materials at any time in accordance with the EULA. If you do not agree with the modifications, you may cancel your Subscription as detailed below.

2.11. Access to and use of your Subscription and Professional Licence will start immediately on payment of your first Subscription Fee.

2.12. While Subscriptions are personal, they may be re-sold or transferred if it is done correctly and lawfully. If the Subscription is resold or transferred, then it is solely your responsibility to (i) disconnect your Stripe Account from the Account and (ii) ensure the new user links their Stripe Account to the Account instead, with updated Payment Method/s. By way of linking their Stripe Account, the new user accepts and agrees to these Terms. For the avoidance of doubt, the Subscription will continue to run, and we will continue to bill the Account as usual, using the Payment Method and details provided as at annual billing cycle payment date/s.

2.13. Subscriptions are open to businesses and individuals who are of legal age to enter a contract in their country of residence.

3. SUBSCRIPTION, FEES & PAYMENT METHODS

Subscription Activation

We will process your Subscription purchase as soon as practicable once payment has been made.

Subscription and Billing

3.1. Your Subscription Fee is payable in the currency indicated on Stripe, annually in advance, on each anniversary of your Subscription. This is your annual billing cycle payment date, which will be specified in your Stripe Account settings.

3.2. The annual Subscription fee will be indicated clearly when you purchase your Subscription via Stripe.

3.3. Your Subscription will automatically renew on each annual billing cycle payment date, on which date you authorise us to charge your Subscription Fee for the next annual billing cycle to your Payment Method unless you cancel your Subscription, within your Stripe Account via the App (Setup  Device Activations  Manage your subscription), before the relevant annual billing cycle payment date.

3.4. You hereby authorise us to charge your first Subscription Fee via Stripe against your Payment Method when you purchase your Subscription, and thereafter on each annual billing cycle payment date, until your Subscription is cancelled or is terminated for whatever reason. If there is a problem charging your selected Payment Method, we may charge any other valid Payment Method linked to your Stripe Account.

3.5. The Subscription Fee excludes any applicable Taxes (which may be subject to change at any time), and we may in addition to the Subscription Fee charge your Account accordingly.

Payment Methods

3.6. To purchase the Subscription, you must provide one or more Payment Methods.

3.7. You may review and change your Payment Method via Stripe. Following any such updates or changes, you specifically authorise us to continue charging your Account using the updated Payment Method/s.

3.8. We accept those payment methods as indicated on Stripe.

3.9. You must ensure that your Payment Method/s are always valid, accurate and up-to-date.

3.10. Any fees charged by your Payment Method issuer in processing payment of your Subscription Fee are for your account. Local jurisdiction Tax charges may vary depending on where your Payment Method is used.

3.11. You are responsible if your chosen Payment Method is declined or is not available to charge the Subscription Fee when due. If there is an issue with your Payment Method causing a payment to be refused, revoked or reversed, we may immediately suspend, disable or cancel your Subscription until we have successfully charged a Payment Method. If you believe this has occurred in error, you must promptly contact Customer Care to rectify the issue.

3.12. We may reject any Payment Method at any time for any reason we consider appropriate in our discretion, in which case clause ‎3.11 will apply.

Discounts, Promotions & Recommendations

3.13. We may recommend features, products, and services, including third party advertisements and promotions, that may be of interest to you, identify your preferences and personalise your experience with us for when you use your Subscription, and we may offer discounts or promotions on Subscription Fee/s in our sole discretion (“Promotions”).

3.14. Your eligibility for any of the Promotions will be determined by us in our sole discretion and we may in our sole discretion revoke any of them for any reason and subsequently suspend your Subscription, or the Promotion, if we determine that you are no longer eligible for said Promotion.

3.15. Promotions cannot be applied retrospectively.

Errors

3.16. If there is any error in the amount of Subscription Fee charged to you, we will notify you. If you notice any errors first, you must promptly notify us. Where there has been an overpayment, we will refund you against your Payment Method. If there has been an underpayment, you authorise us to collect that underpayment by charging your Payment Method.
Additional Costs

3.17. When you use your Subscription, you may incur other additional charges from third party service providers, such as telecommunications/internet service provider fees or data fees, for which you will be solely responsible.

Changes to Subscription Fee

3.18. We may amend the Subscription Fee from time to time; however, we will notify you 30 calendar days’ in advance of any changes.

3.19. If you do not accept such a change, you must initiate cancellation of your Subscription via your Account before the change takes effect. If you do not cancel your Subscription in time then you are deemed to have accepted the amended Subscription Fee and authorise us to charge against your Payment Method on your next annual billing cycle payment date.

4. SUBSCRIPTION CANCELLATIONS & REFUNDS

4.1. You may cancel your Subscription at any time within your Stripe Account via the App Setup  Device Activations  Manage your subscription).

4.2. If your Subscription is cancelled or terminated, you will continue to have access to your Subscription, and use of the Professional Licence, until the end of your current annual billing cycle, at which point your Subscription will end, subject to clause ‎4.5 below.

4.3. All Subscription Fees are strictly non-refundable, except as otherwise required in law. You are not entitled to any full or partial refund of the Subscription Fee if you cancel your Subscription Fee during an annual billing cycle period.

4.4. Despite the above, we may, in our sole discretion, choose to issue refunds (pro-rated or not) and/or credits. If we do so in one instance, we are not obliged to do so for any other instance.

4.5. Without limiting any other remedies available to us in law, we may suspend or cancel your Subscription immediately for any reason, including your breach of these Terms, with or without notice, and without any further obligation to you. For example, we may terminate or suspend your Subscription if your conduct warrants it, in the case of your breach of these Terms or the EULA, identity theft, fraud or other illegal activity, or if a Payment Method fails.

4.6. This clause ‎4 is not intended to negate or limit the application of any relevant consumer protection laws. We are committed to full compliance with all applicable consumer protection laws, and this provision is not intended to diminish or restrict those rights.

5. INDEMNITY & LIMITATION OF LIABILITY

5.1. You use your Subscription entirely at your own risk.

5.2. You indemnify and hold us (including our subsidiaries and affiliated companies, our and their respective officers, directors, employees and agents) (“Indemnified Party”) harmless against and from all claims, liability, loss, penalty, expense and/or cost, of whatever nature and howsoever arising (“Loss”) which you or any third party may sustain as a result of, or which may be attributable to, your use of the Subscription and/or the Professional Licence.

5.3. Notwithstanding the above, any claims for Loss you may be entitled to will be limited to the maximum actual Subscription Fees paid to us in the annual billing cycle period immediately preceding the date on which the Loss occurred.

6. DATA PROTECTION AND PRIVACY

6.1. Please refer to our Privacy Policy for more information about how we protect and respect your privacy and data protection rights.

6.2. We will collect and process personal data subject to and in accordance with our Privacy Policy.

6.3. You hereby consent to us sending you notifications via your Account or via email, to the email address linked to your Account.

7. COMPLAINTS AND QUERIES

If you have any complaints or queries regarding your Subscription, you must contact Customer Care and comply with our complaint or query process as advised by our customer service representative/s.

8. GENERAL PROVISIONS

8.1. These Terms shall be governed by and interpreted in accordance with English Law and all disputes between us relating to the terms hereof will be subject to the exclusive jurisdiction of the English Courts, save to the extent that such agreement is not enforceable as a matter of applicable law.

8.2. These Terms shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

8.3. You agree that any breach by you of these Terms may cause irreparable damage and that, if there is such a breach, in addition to any and all remedies at law, we shall have the right to seek interim relief on an urgent basis from a court of competent jurisdiction, without the requirement of providing security or proving damages as a condition for relief.

8.4. The provisions of these Terms are solely for the benefit of you and us, and not for the benefit of any other person or legal entity.

8.5. These Terms, read with our prevailing Privacy Policy, Website Terms of Use, End-User Licence Agreement, Warranty and Shipping & Returns policies, all available on our Website, encompasses the whole and only agreement between the parties relating to its subject matter. No term, representation, or warranty is binding unless set out in these Terms or documents. A breach of these Terms, or any of the above stated documents, entitles us to cancel your Subscription on notice to you via your Account or to your chosen email address.

8.6. No amendment, supplement or waiver of any provision of these Terms is binding on you or us unless made in writing and accepted by you and us in writing. Despite this, you agree that if we give you notice of any amendment via your Account, to the email address you provided to us, or by us posting on our Website and/or the App, and your continued use of Subscription following the issue or posting of such a notice, will satisfy the requirements for an amendment by us as set out in this clause ‎8.6.

8.7. No indulgence or waiver of any provision of these Terms shall be binding unless given by the relevant party.

8.8. A reference to any other agreement or document shall be to such agreement or document as amended.

8.9. Clauses shall continue to operate after the termination of your Subscription if necessitated by their nature.

8.10. These Terms shall not be interpreted against the party drafting them.

8.11. If any provision becomes illegal, invalid or unenforceable in any jurisdiction, such provision shall be severed, to the extent of its illegality, invalidity or unenforceability, from the balance of these Terms, and the remaining provisions of these Terms shall remain in full force and effect.

8.12. We will communicate with you and send information to you about your Subscription and Account in electronic form only, or to your email address registered against your Account.