Terms & Conditions
Updated: March 7, 2023
Agreement between the Client and Takeoff Advising Inc.
Welcome to Takeoff Advising Inc (the “Company”). Takeoffadvising.com website (the “Site”) and related services is composed of various web pages operated by Takeoff Advising Inc. The Terms and Conditions stated here are offered to you conditioned on your acceptance of the terms, conditions, and notices contained herein (the “Terms”). Your use of takeoffadvising.com or Takeoff Advising Inc services constitutes your agreement to all such Terms. Please read these terms carefully and keep a copy of them for your reference.
Takeoff Advising Inc is a business service provider. Takeoff Advising Inc offers a range of services in the administrative, operational, financial, accounting, and design space. Takeoff Advising Inc (takeoffadvising.com) is not a directory and does not willfully publish your information or make it known to the general public.
PAYMENTS/ BILLING / REFUND POLICIES
All payments will be collected through invoices emailed to the client. Payments may be submitted as a credit card payment, bank transfer, venmo payment, or a check sent to the current company address. To obtain the current company address, please email [email protected]. Services may be canceled via written notice sent to [email protected]. All purchases are non-refundable unless cancellation notice is sent via email before the project has started. Project costs depend on the service. Typically one time services require 50% prepayment and 50% final payment upon completion of the project. Other payments may be paid monthly, quarterly, or prepaid annually.
The company reserves the right to increase the fees as determined by the market. If fees increase for current clients, The Company must notify the client before charging them an increased amount. The client must agree to fee increases before their services continue. Fees may be agreed upon through verbal conversation, email, text, or in writing by another means. If Takeoff Advising Inc does not receive payment 15 days or more from the payment due date, the company reserves the right to suspend and/or terminate services. If the outstanding amount for rendered services is not paid, Takeoff Advising Inc will send the account to collections. The company also reserves the right to submit an outstanding balance of $50 or more to a collection agency if not paid within 30 days of the due date.
In case any Fees are not paid in full when due, in addition to any other remedy otherwise available to Company, The Company may impose overdue charges on the past-due amounts at the rate of 3% per month (or, if less, the maximum amount permitted by law) until Client is current on all payments. Clients shall reimburse The Company for all reasonable costs incurred (including reasonable attorneys fees) in collecting past due amounts owed by Client. Client agrees that with respect to the amounts charged by Company to Client’s credit card, as designated and authorized by Client per their agreement, the Client shall not dispute any such charge with the bank or the credit card company, but shall instead, in the event of any payment dispute, notify The Company of such dispute and cooperate with Company in resolving such dispute, whereupon, if any amounts are determined to be improperly charged, such amounts will be refunded by Company directly to Client. The Client may only dispute the amounts payable hereunder in good faith, upon presentation of clear and convincing evidence. As used herein, “Fees” means the billing amounts payable by Client to Takeoff Advising Inc in accordance with the Client’s specific agreement.
RESTRICTIONS & RIGHTS
Restrictions. Except as expressly provided, Subscriber may not: (a) use the Company Product, or any portion thereof for any purpose, or (b) resell, sublicense, reproduce, distribute, transfer or otherwise grant access to or transmit the Company Services to any third party for any purpose, or (c) modify, adapt, alter, translate, or create derivative works from the Company Services, or (d) allow any third party to resell, sublicense, distribute, transfer or otherwise grant access to or transmit the Company Product, or (e) reverse engineer, decompile, disassemble or otherwise attempt (i ) to defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Company Services, including without limitation any such mechanism used to restrict or control he functionality of the Company Services or (ii ) to derive the source code or the underlying ideas, algorithms, structure or organization from the Company Product; or (f) remove or obfuscate any product identification, copyright or other proprietary notice from any element of the Company Product or documentation. Subscriber shall not at any time: (x) knowingly make any false or misleading representation with regard to or in connection with its use of Company Services, or (y) use Company Services to engage in illegal or deceptive trade practices or make any other use of Company Services that could expose Company to any civil or criminal liability in any jurisdiction. Subscriber ’s use of the Company Services will comply with all applicable laws and regulations.
Reserved Rights. Except for the limited rights expressly granted in this Section 1, The Company reserves all right, title and interest in and to the Company Product, and all technology, information, know-how, documentation or any other intellectual property included in the Company Product or used in the performance of such Company Products, together with all intellectual property rights therein and any confidential information of Company.
Confidential Information. The parties agree that during the course of performance under this Agreement, each party may disclose to the other party certain Confidential Information (defined below) of such disclosing party. “Confidential Information” means any information which is designated in writing to be confidential or proprietary, or if given orally is confirmed promptly in writing as having been disclosed as confidential or proprietary. Without limiting the generality of the foregoing, anything to the contrary herein notwithstanding, the Confidential Information of Company shall include the Company Product and all technical and business information and documentation relating thereto. For clarity, Confidential Information of Company expressly includes all terms and conditions of this Agreement. Confidential Information does not include information, technical data or know-how which (i) is in the possession of the receiving party at the time of disclosure as shown by the receiving party ’s files and records immediately prior to the time of disclosure; or (ii ) prior or after the time of disclosure becomes part of the public knowledge or literature, not as a result of any inaction or action of the receiving party, or (iii ) is independently developed by the receiving party without the use of any Confidential Information of the other party.
Non-Disclosure and Non-Use of Confidential Information. Each of the parties agrees not to use the Confidential Information disclosed to it by the other party for its own use or for any purpose except as necessary in the performance of its obligations under this Agreement. Neither party will disclose the Confidential Information of the other to third parties or to the first party’s employees except employees who are required to have the information in order to carry out such parties obligations hereunder and who are bound by a non-disclosure agreement no less protective of the Confidential Information of the other party than this Agreement. Each party agrees that it will take use the same standard of care that it uses in protecting its own confidential information to protect the secrecy of and avoid disclosure or use of Confidential Information of the other party and to prevent it from falling into the public domain or the possession of unauthorized persons, but in no case less than reasonable care. In the event of any expiration or termination of this Agreement, the receiving party shall return to the disclosing party all copies of such disclosing party ’s Confidential Information in such receiving party ’s possession or control.
Use of Client’s Name. The Client acknowledges that Company may desire to use Client’s name in press releases, product brochures, Company ’s website collateral, and financial reports indicating that Client is a customer of Company, and the Client agrees that Company may use its name and logo in such manner.
Records Analysis. Client agrees that The Company may use the anonymized aggregated data submitted by Client as input in connection with Client’s use of the Company Services without restriction for any purpose including for the purposes of statistical analysis, sales, development and/or marketing of a benchmarking database and for promotional purposes. All data compiled by Company pursuant to this Section shall be deemed owned by Company for all purposes.
Visiting takeoffadvising.com or emails sent to Takeoff Advising Inc constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.
Takeoff Advising Inc does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are under 18, you may use takeoffadvising.com only with permission of a parent or guardian.
LINKS TO THIRD PARTY SITES OR SERVICES
Takeoffadvising.com may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of Takeoff Advising Inc and Takeoff Advising Inc is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Takeoff Advising Inc is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Takeoff Advising Inc of the site or any association with its operators. Certain services made available via takeoffadvising.com are delivered by third party sites and organizations. By using any product, service or functionality originating from the takeoffadvising.com domain, you hereby\ acknowledge and consent that Takeoff Advising Inc may share such information and data with any third party with whom Takeoff Advising Inc has a contractual relationship to provide the requested product, service or functionality on behalf of takeoffadvising.com users and customers.
The Services led, operated and administered by Takeoff Advising Inc from our offices within the USA. If you access our Services from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Takeoff Advising Inc Content accessed through takeoffadvising.com in any country or in any manner prohibited by any applicable laws, restrictions or regulations.
Client Indemnity. The Client shall indemnify and hold The Company, its affiliates, directors, officers, shareholders, and employees harmless from and against any damages, liabilities, costs and expenses including, without limitation, reasonable attorney ’s fees and court costs) arising from any claims, suits, demands or other proceeding by any third party (collectively, the “Claims”) arising out of Client’s (i ) improper use of the Company Services, (ii ) violation of any laws or regulations applicable to the Company Services or the use thereof, (iii ) providing any products or services to third parties, or (iv) any negligence or willful misconduct in connection with, or breach of this Agreement by Client. Client shall, at its own expense, defend The Company against any claims provided that Company shall promptly notify the Client of any Claim and reasonably cooperate with the Client to facilitate settlement or defense thereof. This paragraph shall survive the expiration or termination of this Agreement.
Company Indemnity. Company, at its expense, will defend or settle any action brought against the Client by a third party to the extent based on a claim that the Company Services, as supplied by Company and when used as provided for by this Agreement, infringes any copyright, trade secret, or United States patent. Company will pay any award against Client, or settlement entered into on Client’s behalf, based on such infringement only if Client notified Company promptly in writing of the claim, provided reasonable assistance in connection with the defense and/or settlement thereof, and permitted the Company to control the defense and/or settlement thereof. Company shall have no liability for indemnification where the Company Services alone would not have given rise to the infringement claim, including without limitation in instances where the alleged infringement is caused by any modification of the Company Services or combination of the Company Product with any equipment, programs or data not provided by Company. In the event of an infringement action against Client with respect to the Company Product or documentation, or in the event Company believes such a claim is likely, Company shall be entitled, at its option but without obligation, to (i ) appropriately modify the Company Services or made available hereunder, or substitute other Company Services which, in Company ’s good faith opinion, does not infringe any third party intellectual property rights; or (ii ) obtain a license with respect to the applicable third party intellectual property rights. If neither (i ) nor (ii ) is commercially practicable, Company may terminate this Agreement and Subscriber ’s licenses hereunder.
NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT, THE FOREGOING STATES COMPANY’S ENTIRE LIABILITY AND CLIENT’S SOLE REMEDY FOR ACTUAL OR ALLEGED INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
LIMITATION OF LIABILITY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH RESPECT TO COMPANY’S INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATION HEREUNDER, IN NO EVENT WILL COMPANY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE SUM OF FEES PAID BY SUBSCRIBER FOR THE COMPANY PRODUCTS GIVING RISE TO THE LIABILITY DURING THE ONE YEAR PERIOD IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION AROSE. THE PARTIES AGREE THAT THE PRECEDING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK.
TERMINATION / ACCESS RESTRICTION
Termination of this Agreement shall not relieve the parties of any obligation accruing prior to such termination. Upon any termination of this Agreement, all licenses granted hereunder shall terminate. The provisions regarding data and intellectual property ownership, records and audits, disclaimer of warranties, confidentiality, indemnification, limitations of liability, termination, and any payment obligations shall survive the expiration or termination of this Agreement for any reason. All other rights and obligations of the parties shall cease upon termination of this Agreement. Takeoff Advising Inc reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of California and you hereby consent to the exclusive jurisdiction and venue of courts in California in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Takeoff Advising Inc as a result of this agreement or use of the Site. Takeoff Advising Inc’s performance of his agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Takeoff Advising Inc’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Takeoff Advising Inc with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set for the above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Takeoff Advising Inc with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Takeoff Advising Inc with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.
Each party hereby represents and warrants to the other that (i) such party has the right, power and authority to enter into this Agreement and to fully perform all its obligations hereunder; and (ii) the making of this Agreement does not violate any agreement existing between such party and any third party.
COMPANY DOES NOT WARRANT THAT THE COMPANY SERVICES WILL MEET ALL OF CLIENT’S REQUIREMENTS, THAT THE USE OR OPERATION OF THE COMPANY PRODUCTS WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE. COMPANY EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON CLIENT’S USE OF THE COMPANY SERVICES. THE COMPANY’S SERVICES ARE PROVIDED ON AN “AS IS” BASIS. COMPANY MAKES NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE RELATING TO THE COMPANY SERVICES. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND WARRANTY ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USE OF TRADE, AS TO ANY MATTER. THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
This agreement is made in accordance with and will be governed and construed under the laws of the state of California, without reference to such state’s conflicts of laws principles. All disputes arising out of or related to this Agreement shall be subject to the exclusive jurisdiction and venue of the state and federal courts located in the State of California and the parties consent to the personal and exclusive jurisdiction of these courts. This Agreement is the entire agreement between Client and Company with respect to the subject matter hereof. Client may not assign this Agreement, by operation or law or otherwise, without Company ’s prior written consent. Subject to that restriction, this Agreement may be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and assigns. The Company ’s failure to enforce Client’s strict performance of any provision of this Agreement will not constitute a waiver of the Company ’s right to subsequently enforce that provision, or any other provisions of this Agreement. No waiver of any provision hereof will be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. Client and Company are independent contractors, and nothing in this Agreement creates any partnership, joint venture, agency or employment relationship. Any notice required or permitted to be given under this Agreement shall be in writing and addressed to such other party at its address indicated on the cover page of this Agreement, or to such other address as the addressee shall have last furnished in writing to the addressor, and shall be effective (i) when received by electronic mail at the proper address followed by a reasonable indication of receipt by the recipient; or (ii) upon receipt when sent by reputable private international courier with established tracking capability, postage prepaid.
CHANGES TO THE TERMS OF SERVICE
Takeoff Advising Inc reserves the right, in its sole discretion, to change the Terms under those outlined on takeoffadvising.com. The most current version of the Terms will supersede all previous versions. Takeoff Advising Inc encourages you to periodically review the Terms to stay informed of our updates.
Takeoff Advising Inc welcomes your questions or comments regarding the Terms:
Takeoff Advising Inc.
San Diego, California 92109
General Inquiries:: [email protected]