1. INTRODUCTION AND ACCEPTANCE

Welcome to HIGHEROPS, a GTM Operations and Strategy Consultancy. These Terms of Service ("Terms") govern your access to and use of HIGHEROPS' website and services. By accessing our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, please refrain from using our website and services.

2. SERVICES PROVIDED

HIGHEROPS specializes in revenue operations consultancy services, including but not limited to:

• AI strategy development
• Workflow automation
• Autonomous agent development
• Team training and enablement in AI applications

The specific scope, deliverables, timelines, and compensation for services will be defined in a separate agreement or statement of work (SOW) executed between HIGHEROPS and the client for each engagement.

3. CLIENT OBLIGATIONS AND RESTRICTIONS

Eligibility: You must be at least 18 years of age or have legal authority to bind the organization you represent to these Terms.

Prohibited Activities: You agree not to:

• Use our services for any unlawful, fraudulent, or abusive purposes
• Use the services beyond the scope defined in the applicable SOW
• Reverse engineer, decompile, or attempt to extract the source code of any proprietary solutions
• Resell, redistribute, or transfer any materials or deliverables without prior written authorization

4. INTELLECTUAL PROPERTY RIGHTS

All materials, methodologies, software, workflows, and deliverables provided by HIGHEROPS remain the exclusive property of HIGHEROPS or its licensors, unless explicitly stated otherwise in a written agreement.

Clients are granted a limited, non-exclusive, non-transferable license to use the deliverables for their internal business purposes only. Any reproduction, distribution, or modification of these deliverables without prior written consent from HIGHEROPS is strictly prohibited.

5. CONFIDENTIALITY

Both parties agree to maintain strict confidentiality regarding all proprietary information, trade secrets, business methods, and client data shared during the engagement. This includes, but is not limited to, project details, client lists, pricing information, and proprietary methodologies.

Confidentiality obligations do not apply to information that is:

• Already in the public domain through no fault of the receiving party
• Independently developed by the receiving party without use of confidential information
• Required to be disclosed by law or court order

6. PAYMENT TERMS

• Invoices will be issued according to the payment schedule outlined in the applicable SOW or contract
• Payment is due within thirty (30) days of invoice date, unless otherwise specified
• Late payments may incur a late fee of 2% per month or the maximum rate permitted by applicable law
• HIGHEROPS reserves the right to suspend services for accounts with outstanding balances exceeding sixty (60) days

7. LIMITATION OF LIABILITY

To the maximum extent permitted by law, HIGHEROPS' total liability arising out of or related to these Terms shall not exceed the total amount paid by the client for the services during the six (6) months preceding the event giving rise to the claim.

In no event shall HIGHEROPS be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost data, or business interruption, regardless of the theory of liability, even if HIGHEROPS has been advised of the possibility of such damages.

8. WARRANTIES AND DISCLAIMERS

HIGHEROPS warrants that services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND. HIGHEROPS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

HIGHEROPS does not guarantee specific business outcomes or results from the implementation of its services or recommendations.

9. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless HIGHEROPS, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising from or relating to:

• Your violation of these Terms or applicable law
• Your misuse of the services
• Any content or information you provide to HIGHEROPS

10. TERMINATION

Either party may terminate the service engagement:

• For convenience upon thirty (30) days' prior written notice to the other party
• For cause if the other party materially breaches these Terms and fails to cure such breach within ten (10) business days of receiving written notice

Upon termination:

• All rights and licenses granted under these Terms will immediately cease
• All outstanding fees and expenses become immediately due and payable
• Provisions related to payment obligations, confidentiality, intellectual property, limitation of liability, and indemnification shall survive termination

11. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms shall be governed by and construed in accordance with the laws of Ontario, Canada, without regard to its conflict of law principles.

Any dispute arising out of or relating to these Terms shall first be attempted to be resolved through good faith negotiations. If such negotiations fail, the dispute shall be finally resolved by binding arbitration in Ontario, Canada, in accordance with the rules of the Canadian Arbitration Association.

12. MODIFICATIONS TO TERMS

HIGHEROPS reserves the right to modify these Terms at any time at its sole discretion. We will provide notice of significant changes by posting the updated Terms on our website with a revised "Last Updated" date. Your continued use of our services following such modifications constitutes your acceptance of the revised Terms.

13. CONTACT INFORMATION

If you have any questions regarding these Terms or our services, please contact us at:

Email: info@higherops.io
Location: Ottawa, Canada

Last Updated: April 10, 2025

By engaging with HIGHEROPS, you acknowledge your acceptance of these Terms of Service.