Terms of Service

1. Agreement to Terms

By accessing or using the Heavyclick website ("Site") and services, you ("Client," "you," or "your") agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, do not use our Site or services.

Heavyclick ("we," "us," or "our") reserves the right to modify these Terms at any time. Your continued use of the Site after changes constitutes acceptance of the modified Terms.

2. Description of Services

Heavyclick provides marketing strategy, perception engineering, and go-to-market (GTM) execution services specifically for category-creating semiconductor companies. Our services include, but are not limited to:

• Narrative architecture and category positioning strategy
• Content creation (articles, LinkedIn posts, thought leadership)
• Digital marketing campaign management
• Legitimacy engineering and ecosystem building
• Strategic consultation and advisory services

Specific service deliverables are defined in individual Statement of Work (SOW) agreements between Heavyclick and the Client.

3. Eligibility

Our services are intended for business entities in the semiconductor industry. By engaging with Heavyclick, you represent that:

• You are authorized to enter into contracts on behalf of your organization
• You are at least 18 years of age
• All information you provide is accurate and complete

4. Client Responsibilities

As a Client, you agree to:

• Provide Accurate Information: Supply timely, accurate, and complete information about your technology, market, and business objectives
• Cooperation: Collaborate with Heavyclick team members, respond to requests within agreed timelines, and provide necessary access to relevant stakeholders
• Approval Process: Review and approve deliverables within the timeframes specified in your SOW
• Confidentiality: Maintain confidentiality of any proprietary Heavyclick frameworks, methodologies, or strategic approaches shared during the engagement
• Lawful Use: Use our services only for lawful purposes and in compliance with all applicable laws and regulations

5. Intellectual Property Rights

5.1 Heavyclick Property

All frameworks, methodologies, processes, templates, and tools developed by Heavyclick prior to or independent of your engagement remain the exclusive intellectual property of Heavyclick. This includes but is not limited to:

• The Narrative Architecture Framework
• Legitimacy engineering methodologies
• Category creation playbooks
• Perception orchestration systems

5.2 Client-Specific Deliverables

Upon full payment, Client receives a license to use deliverables created specifically for their company (e.g., your company's narrative architecture, positioning statements, custom content). However, Heavyclick retains the right to:

• Use anonymized versions of deliverables as case studies (with your permission)
• Reference general learnings from your engagement to improve our frameworks
• Apply insights from your project to future client work

5.3 Client Materials

You retain all intellectual property rights to materials you provide to us (technical documentation, product specifications, etc.). You grant Heavyclick a limited license to use these materials solely for providing services under our agreement.

6. Payment Terms

6.1 Fees

Service fees are outlined in individual SOW agreements. Standard engagement structures include:

• Discovery Sprint: Fixed fee of $25,000-$50,000, payable upfront
• Full Engagement: Monthly retainer of $15,000-$30,000, billed in advance
• Success Fees: Performance-based fees (equity or revenue share) as negotiated in SOW

6.2 Payment Schedule

Unless otherwise specified:

• Discovery Sprint fees are due upon contract signing
• Monthly retainers are due on the 1st of each month
• Late payments incur a 1.5% monthly interest charge
• Services may be suspended for payments overdue by 15+ days

6.3 Refund Policy

Discovery Sprint fees are non-refundable once work has commenced. For monthly engagements, either party may terminate with 30 days' written notice. No refunds are provided for partial months.

7. Confidentiality

Both parties agree to maintain confidentiality of all proprietary information shared during the engagement, including:

• Technical specifications and product roadmaps
• Business strategies and financial information
• Customer lists and partner relationships
• Heavyclick's proprietary frameworks and methodologies

Confidentiality obligations survive termination of the engagement for a period of 3 years.

8. Warranties and Disclaimers

8.1 Heavyclick Warranties

We warrant that:

• Services will be performed with reasonable skill and care consistent with industry standards
• We have the right to provide the services offered
• Our work will not knowingly infringe on third-party intellectual property rights

8.2 No Guarantee of Results

IMPORTANT: Heavyclick provides strategic services based on industry best practices and proven frameworks. However, we cannot guarantee specific business outcomes, including but not limited to:

• Sales cycle reduction percentages
• Revenue generation amounts
• Customer acquisition numbers
• Market positioning achievements

Results depend on numerous factors outside our control, including market conditions, product quality, competitive dynamics, and Client execution.

8.3 Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY STATED ABOVE, HEAVYCLICK MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Heavyclick's total liability for any claims arising from our services shall not exceed the total fees paid by Client in the 12 months preceding the claim
• Heavyclick is not liable for indirect, incidental, consequential, special, or punitive damages, including lost profits, lost revenue, or lost business opportunities
• Heavyclick is not liable for damages resulting from Client's failure to implement recommendations, delays in providing necessary information, or third-party actions

10. Indemnification

Client agrees to indemnify and hold harmless Heavyclick, its employees, and contractors from any claims, damages, or expenses arising from:

• Client's breach of these Terms
• Client's misuse of deliverables or services
• False or misleading information provided by Client
• Claims that Client's materials infringe on third-party rights

11. Termination

11.1 Termination by Either Party

Either party may terminate the engagement with 30 days' written notice. Upon termination:

• Client pays for all work completed through the termination date
• Heavyclick delivers all completed deliverables
• Both parties return or destroy confidential information

11.2 Immediate Termination

Heavyclick may immediately terminate if Client:

• Fails to pay undisputed invoices within 30 days
• Breaches confidentiality obligations
• Engages in illegal or unethical conduct
• Misrepresents Heavyclick or our work publicly

12. Use of Client Name and Testimonials

With your written consent, Heavyclick may:

• List your company name and logo as a client reference
• Create anonymized case studies based on our work together
• Request testimonials or recommendations

We will never share specific metrics, strategies, or confidential information without explicit permission.

13. Third-Party Services

Heavyclick may use third-party tools and services (e.g., LinkedIn Ads, Google Analytics, project management software) to deliver our services. Client acknowledges that use of such tools is subject to the third party's terms of service and privacy policies.

14. Dispute Resolution

14.1 Informal Resolution

Before pursuing formal legal action, parties agree to attempt good-faith resolution through direct negotiation between senior representatives.

14.2 Arbitration

If informal resolution fails, disputes shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in English in Lagos, Nigeria (or another mutually agreed location).

14.3 Exceptions

Either party may seek injunctive relief in court for breaches of confidentiality or intellectual property rights without first pursuing arbitration.

15. Governing Law

These Terms shall be governed by and construed in accordance with the laws of Nigeria, without regard to conflict of law principles. Any legal action not subject to arbitration shall be brought exclusively in the courts of Lagos, Nigeria.

16. Modifications to Terms

Heavyclick reserves the right to modify these Terms at any time. Material changes will be communicated via email to active clients. Continued use of services after notification constitutes acceptance of modified Terms. Clients who disagree with modifications may terminate the engagement per Section 11.

17. Entire Agreement

These Terms, together with any executed SOW, constitute the entire agreement between Heavyclick and Client regarding our services. They supersede all prior discussions, proposals, or agreements, whether written or oral.

18. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

19. Force Majeure

Neither party shall be liable for failure to perform obligations due to circumstances beyond reasonable control, including natural disasters, war, terrorism, strikes, pandemics, or government actions.

20. Assignment

Client may not assign or transfer this agreement without Heavyclick's prior written consent. Heavyclick may assign this agreement to an affiliated entity or in connection with a merger, acquisition, or sale of assets.

21. Contact Information

For questions about these Terms or our services:

Heavyclick
Email: divine@heavyclick.site
Website: https://heavyclick.space

By engaging Heavyclick's services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.