Takenos Payroll Platform Terms of Service
Your access to and use of the services (the “Services”) we make available to you on the Platform is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Services. By accessing or using the Services, you agree to be bound by these Terms and to receive all communications and notices from us electronically. If you disagree with any part of the Terms, then you do not have our permission to access the Service. If you have questions about these Terms, contact our Customer Support team by submitting a request here before accessing the Services.
If you are accessing or using the Services on behalf of a business or other legal entity (“Business”), (i) you represent that you are authorized to enter into, and bind the Business to these Terms and register for the Services; and (ii) the Business is legally and financially responsible for your access to and use of the Services, as well as for the use of the Services by others affiliated with you, including any employees, agents or contractors.
1. Overview.
Takenos enables businesses to seamlessly manage relationships with local and international independent contractors. You may register to the Platform as either a “Contractor” or “Client”. Depending on the designation of your account, different Services may be available to you. Certain Services may also only be available subject to the payment of such fees detailed on the Platform.
Client and Contractor Management Services
Clients use Takenos to seamlessly onboard Contractors to their accounts payable systems, conduct vendor due diligence, guide them on compliance in regards to tax and labor regulations, execute agreements and simplify the process of making payments to Contractors (“Client Management Services”).
Contractors use Takenos to easily connect with their clients, memorialize contract terms, store payment and bank account preferences, and unify payment flows through a single platform (“Contractor Management Services”).
How it works:
2. Definitions.
Capitalized terms in these Terms of Service are defined as follows:
“Account” is an account to access and use the Platform in accordance with the terms hereof.
“Administrator” are Users with authority to, on behalf of a Business, apply for an Account, access the Services, manage an Account, and otherwise act on behalf of the Business.
“Clients” are Users who use the Services to onboard Contractors, perform due diligence, generate and execute Contracts, make payments to Contractors for their services and/or in connection with the receipt of any Consultant Services.
“Contracts” are the legally binding documents executed by Clients and Contractors using the Platform’s Contract generation tool that describe the services to be provided by the Contractor, payment terms, and other information regarding the legal relationship between a Client and a Contractor.
“Contractors” are Users who offer and perform services to Clients as described in Contracts and who receive payments from Clients through the Platform.
“Disputes” are disagreements between a Client and a Contractor regarding performance of, or payment for the services described in a Contract.
“Payment Service Provider(s)” are third-party financial service providers with respect to payment of funds by Users hereunder, including, payments from Clients and settlement of funds to Contractors as part of the Management Services.
“Funds” are the funds payable to Contractors for the services described in a Contract.
“Users” are Clients, Contractors, Administrators, and any other person authorized to access an Account.
3. Eligibility.
We make the Platform and the Services available to Users 18 years of age or older. You must be a human to open an Account. Accounts registered by “bots” or other automated methods are not permitted. You may not maintain more than one Account at a time. By applying for an Account and using the Services, you represent and warrant that you are of legal age to form a binding contract and meet all of the foregoing eligibility requirements. If you do not meet these requirements, you may not access or use the Services or apply for an Account. Takenos may refuse to provide an Account for any individual or entity at its sole discretion.
4. Takenos Accounts.
4.1. Applying for an Account.In order to access and use the Services, you will be required to create an account. To apply for an Account, you must provide your full legal name, a valid email address, your tax identification number, legal address and any other required information to complete the sign-up process, as requested by Takenos. If you are applying for an Account on behalf of a Business, you may also be required to provide a business address, business ownership details, the nature of the business and other business information that we may request. We will use this information to permit Takenos and its financial partners to conduct due diligence on you prior to opening an Account, and throughout the course of our business relationship with you. Our use of your information is subject to the terms of our Privacy Policy (“Privacy Policy”). If you do not agree to the terms of our Privacy Policy, do not apply for an Account. If you are applying for an Account on behalf of a Business, you must specify at least one Administrator. You are liable for any actions of your Administrator, and for any other person with access to your credentials or your Account. If you are an Administrator, you represent and warrant that you have the authority to apply for and to manage your Business’ Account.
4.2. Account Security.You are fully and solely responsible for maintaining the privacy and security of your computer system, mobile device and all activity on your Account, even if such activities were not committed by you. You will promptly disable access to the Services if you believe your Account has been compromised or stolen, and you will immediately notify us if you believe your Account credentials have been compromised or stolen, and in the event of any unauthorized access to or use of your Account. Takenos will not be liable for any losses or damage arising from unauthorized use of your account or password, and you agree to indemnify and hold Takenos harmless for any unauthorized, improper or illegal use of your account and any charges and taxes incurred, unless you have notified us via e-mail at [email protected] that your account has been compromised and have requested that we block access to it, which we will do as soon as reasonably practicable. We will attempt to prevent unauthorized transactions or other activity using your Account, and we will assist you in the event your Account is compromised, but we do not police for and cannot guarantee that we will learn of or prevent, any inappropriate use of the Services and you are solely responsible for any financial or other loss that results from unauthorized access to your Account. We may suspend access to your Account if we suspect your Account has been compromised.
5. Use of Services.
Subject to these Term, as applicable, Takenos allows you to access and use the Platform and/or Services on a non-exclusive basis solely for your or the Business’, as applicable, internal business purposes. Takenos may, at its sole discretion and at any time, modify or discontinue providing the Services or any part thereof without notice.
Use of and access to the Platform and/or Services is void where prohibited by law. By using the Services, you (where relevant on behalf of the applicable Business) represent and warrant that (a) any and all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) your use of the Services does not violate any applicable law, regulation, or obligation you may have to a third party; (d) will not add any Personal Data (as defined in the DPA) of any third-party (“Third-Party“) to the Services, without the prior consent of the applicable Third-Party, and shall ensure that a record of such consents is maintained, all as required under applicable law; and (e) you shall comply with applicable laws, regulations, guidelines, these Terms and any Consultant Services Agreement throughout your use of the Platform and/or Services.
6. Restrictions.
6.1. Use Restrictions.You may not use the Platform and/or Services for any illegal, fraudulent or unauthorized purposes. You may not use the Services to violate intellectual property laws, or any other any laws in your jurisdiction that are applicable to you. You may not use the Services for personal, household, family, consumer or other non-commercial purposes. You may only use the Services for your bona fide internal business purposes in accordance with the terms hereof. You may not use the Services to solicit or provide services for the benefit of (a) an individual, organization, or country that is blocked or sanctioned by the United States, including those identified on the United States Office of Foreign Asset Control (OFAC); (b) any unaffiliated third parties; or (c) any other services not for the benefit of a User.
Further, you may not (i) use the Platform and/or Services to solicit or provide services involving or related to any of the Prohibited User Activities set forth in the Prohibited Activity List; or (ii) do or attempt to do any of the Prohibited Uses set forth in the Prohibited Activities List. If we suspect or determine that you are using the Services in any many related to any Prohibited User Activities and/or Prohibited Uses, we reserve the right to disable your Account, freeze any funds in your Account, and report your activity to our financial services providers and other regulatory authorities with jurisdiction over us or you. To the extent permitted by applicable law, we will provide you with notice of any of the foregoing promptly following taking any such action.
7. Prohibited Activity
7.1. Prohibited User Activities: Pornography, prostitution, escorting or other adult or obscene services or activities; Online gambling, lotteries, Internet gaming, contests, sweepstakes, or offering of prizes as an inducement to purchase goods or services; Illegal prescription drug sales, illegal tobacco or e-cigarette sales, substances designed to mimic illegal drugs, and any other illegal substances; Drug paraphernalia; Online or other non-face-to-face pharmacies or pharmacy referral services, or pseudo pharmaceuticals; Marijuana dispensaries; Any product or service that infringes upon the copyright, trademark or trade secrets of any third party; Age-restricted products or services; Bail bond services; Bidding fee auction services; Check cashing, money transmission, and currency exchange services, the sale of video game or virtual world credit or other virtual currency that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world, and any other services involving the sale of financial instruments; Esoteric services (e.g. astrology, psychic reading etc.); Extended warranty services; Weapons and munitions; Terroristic or other illegal organizations; Multi-level marketing, pyramid schemes, any other deceptive marketing services; Undefined or poorly described products or services; The sale of social media activity (e.g. Twitter followers, Facebook likes, or YouTube views); Spyware, malware, virus, back-door, drop dead device or other program installation services; Unfair, predatory or deceptive products and services; Activities or services that we determine to be offensive, including, which promote or glorify hate, violence, bigotry, or any entity (past or present) principally dedicated to such causes or items associated with such an entity; Activities or services that are racially or ethnically insensitive, defamatory, harassing or threatening; or Any other activity that encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any applicable law or regulation or is otherwise inappropriate or offensive.
7.2. Prohibited Uses: Duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same; Access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party's access to or use of the Services or use any device, software or routine that causes the same; Attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, Accounts registered to other Users, or the computer systems or networks connected to the Services; Circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services; Use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same; Introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful; Use the Services for illegal, harassing, unethical, or disruptive purposes; Violate any applicable law or regulation in connection with your access to or use of the Services; Use or access another User’s account or password without permission; or Access or use the Services in any way not expressly permitted by these Terms or any Consultant Services Agreement
8. Data Protection.
You acknowledge and agree that Takenos may collect and process your Personal Data in connection with your receipt of the Services. Takenos shall process such Personal Data in accordance with Takenos’s Data Processing Addendum which forms an integral part of the Terms of Service. The Data Processing Addendum is available in the website (the “DPA”).
9. Payments.
9.1 Payment Plans.If you are a Client, certain Services are subject to the payment of the fees to Takenos detailed on the Takenos Platform. You may access and use such Services by selecting from one of our payment plans ("Payment Plan(s)").
The payment plan will be charged at the moment you issue a payment to a Contractor or record on the platform as an additional amount. A separate invoice will be generated and will be located in the billing section.
Takenos may modify your Payment Plan fees at any time and in its sole discretion upon at least 30 days advance notice to you before the end date of your next billing cycle. Changes to Payment Plans will become effective at the end of the next billing cycle following your receipt of notice of the change. If you do not agree to the fee change, you must terminate your Payment Plan at least 5 days prior to the end of your next billing cycle by sending Takenos notice of termination to [email protected]. Your continued use of the Services after the Payment Plan change becomes effective constitutes your consent to the new Payment Plan terms.
Payment Plan fees are stated exclusive of any sales tax, value-added taxes, use or withholding tax or other governmental assessments of any nature in your jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with your Payment Plan, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, you will reimburse us for such withholding tax.
Your payment obligations under your Payment Plan for each billing cycle may not be cancelled after a billing cycle has commenced, and you will not receive a partial refund if you stop using the Services and terminate your Payment Plan before the end of a billing cycle. All fees paid by you to Takenos are non-refundable and there are no credits for partially used Payment Plan periods. We may consider certain refund requests on a case-by-case basis in our sole discretion.
9.2 Payment Methods.Except for Takenos’s role as a limited payment agent for Contractors as set forth in Section 10.4, Takenos does not and will not provide banking, deposit taking, stored value, escrow, insurance or any other financial service to Users. To facilitate payments through the Service, Takenos partners with a variety of Payment Service Providers, including payment gateways, money transmitters, wallet providers, credit and debit card payment processors, merchant acquirers, and merchant acquiring banks. Depending on your location, some payment methods may not be available to you, and we cannot guarantee that you will be able to use any payment method in connection with the Services even in locations where your preferred payment method is available for use. Depending on the desired payment method, Users may be required to enter into a separate agreement with the applicable Payment Service Provider (“Payment Service Provider Agreement”). Your use of any payment method is subject to the terms and conditions of the applicable Payment Service Provider’s rules and regulations and your agreement with them, and we will not be liable to you for any losses you suffer in connection with your use of any third-party payment services. Takenos is not a party to your Payment Service Provider Agreement and will not intervene in any disputes related to payments you make or receive using any third-party payment method. Takenos also supports Client payments via Automated Clearing House (“ACH”) transfer, which will be subject to the National Automated Clearing House Association (“NACHA”) Operating Rules, and by wire transfer. Users are solely responsible for payment of insufficient funds fees, overdraft fees, wire transfer fees or other bank fees that you or we incur in connection with ACH payments, Payment Service Provider transaction fees, taxes, and any other third-party payment method fees or charges.
9.3 Compliance.Solely to protect against money laundering, terrorist financing, fraud, unauthorized transactions or as otherwise required by applicable law, Takenos and Payment Service Providers will collect, store and analyze User payment information. For more information on how we use your payment information, please see our Privacy Policy for more information here. Payment Services Providers may also collect payment information necessary for processing User payments. Except for payment amount and payment status details stored in your dashboard, Takenos does not have access to payment information provided to Payment Services Providers, and such information will be subject to the privacy policy of each Payment Service Provider.
By using any payment method and providing payment information to Takenos or to any Payment Service Provider, you represent and warrant that you are the owner, or authorized representative of the owner of the bank account or payment method account you use to send or receive payments, and that you are legally authorized to send or receive payments using such accounts.
All payment services, including withdrawal services will be provided by Takenos’s Payment Service Provider.
9.4 Payment Service Providers.If you make or receive payments using a Payment Service Provider, you acknowledge and agree that you will comply with any Payment Service Provider terms of service or other agreement between you and the Payment Service Provider. We will not be held liable for any losses or damages, direct or indirect, pecuniary or non-pecuniary, resulting from the actions or omissions of any Payment Service Provider, and we expressly disclaim any responsibility in this regard. Any fees for use of a Payment Service Provider to make payments or receive payments will be borne by you. Any fees imposed on you by a Payment Service Provider are in addition to any fees payable to Takenos.
10. Management Services.
The following terms apply to any Management Services hereunder:
10.1 Contracts.
10.1.1 Contract Dashboard. Users can use the Platform to create and manage Contracts. Each Contract is assigned a unique Contract ID. Users can organize Contracts on the Takenos dashboard according to Contract type, execution status, Client, Contractor and ID.
10.1.2 Contract Generation. Users can set contract terms by selecting from pre-set parameters using Takenos’s Contract generation tool. Parameters include Client and Contractor names and addresses, Contract type, payment type, payment cycles, special clauses and jurisdiction. Users can also use the web form to input project scope, Statements of Work, and other Contract details.
10.1.3 Pre-Existing Agreements. Users can also use the Takenos dashboard to upload and manage agreements created and executed by Clients and Contractors outside the Platform. Users can extract parameterized terms from pre-existing agreements such as payment amount, type, and due date, and amend pre-existing agreements to insert new terms, all from within the same interface.
10.1.4 Prohibited Contract Terms. If we determine that the content of a Contract violates these Terms or the Prohibited Activity List, we may remove the Contract from your Dashboard without prior notice to you. We may also suspend or close your Account. To the extent permitted by applicable law, we will provide you with notice of any of the foregoing promptly following taking any such action. Contracts removed from your Account may not be edited or restored.
10.2. Tax Forms & Invoices.
10.2.1 Form and Invoice Generation. We use User data to generate required tax documents for Users.
We generate and submit invoices to Clients on behalf of Contractors when payment is due.
10.2.2 Tax Compliance.
Takenos does not provide tax, legal or accounting advice to Users. We will do our best to provide you with the information you need to make your own decisions about compliance with applicable U.S. or any other jurisdiction tax laws. If you have questions you should consult your own tax, legal or accounting advisors prior to completing or submitting a Form or paying an invoice. The disclaimers in this paragraph apply equally to you as a Client or a Contractor.
10.4. Appointment of Takenos as Payment Agent
Contractors and Client employees (each a “Payee” for purposes of this Section) hereby appoint Takenos as their limited authorized payment collection agent (“Payment Agent”) solely for the purpose of facilitating the receipt of payments (via its Payment Services Provider, if applicable) from Clients for Services provided in connection with Contracts or their employment.
Payee agrees that payment received from Clients by Takenos will be considered the same as payment made directly to Payee, regardless of whether Takenos remits or fails to remit the payment to Payee.
In accepting appointment as Payment Agent, Takenos assumes no liability whatsoever for any acts or omissions of Payees related to Contracts, employment, Forms, or these Terms of Service, failure by Payee to provide the Services in accordance with Contracts or their employment, or failure by Clients to make payments owed to Payee, and Payee understand that Takenos’s obligation to pay Payee is subject to and conditional upon Takenos’s actual receipt of payment from Clients. Payees further authorize Takenos to delegate its Payment Agent obligations under these Terms of Service to certain of its affiliated entities (“Affiliates”) both within and outside the United States; provided, that, Takenos will remain liable for discharge of its obligations under these Terms of Service by such Affiliates. Payee represents and warrants that they have carefully read and understood these Terms of Service and accept them fully. Clients’ payment obligations to Payee will be satisfied upon receipt of payment by Takenos (or its Payment Service Provider, as applicable), and Takenos (via its Payment Service Provider, as applicable) will be responsible for remitting funds to Payee in the manner described in these Terms of Service. In the event that Takenos (via its Payment Service Provider) does not remit any such amounts to a Payee, the Payee will have recourse for non-payment solely against Takenos, and not Clients. Payee agrees that Takenos may describe or otherwise reflect the terms contained herein in any terms of service, receipts, disclosures, or notices including, but not limited to, receipts provided to Clients that Takenos may deem necessary or prudent.
10.5. Payments to Contractors. Clients may pay Contractors in any of Takenos's supported currencies. Unless Client instructs Takenos otherwise, Client will be charged in the currency indicated on the applicable Contract, in the event a Client elects to pay in another currency, the exchange rate will be calculated using forward foreign exchange rates available to Takenos and the maturity of the forward will be selected based on payment date of the relevant Contract with such Contractor. In any event, the actual payment amount, in the actual payment currency will be clearly disclosed to the Client before the Client completes the payment. Contractors may elect to be paid in any one of Takenos's supported currencies. Payment Service Provider retail fees and rates will be passed through to the Contractor.
11. Communications from Takenos.
By creating an Account on our Platform you agree that we may contact you in relation to the Services. By creating an Account you also agree to subscribe to newsletters and/or marketing materials and/or other promotional information we may send to you. However, you may opt-out of receiving any, or all, of these marketing communications from us by following the unsubscribe link or instructions provided in any email we send. Please note that we may still contact you and send you messages related to the Services even after you have opted out of receiving marketing communications.
12. Electronic Signatures and Legal Notices.
You agree that any signature or other electronic symbol or process attached to, or associated with a Contract, Form, certificate, or other document between you and Takenos or you and another User with the intent to sign, authenticate or accept the terms of any such Contract, Form, certificate, or other document and any contract formation or record-keeping through electronic means on the Services will have the same legal validity and enforceability as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, or any similar state law based on the Uniform Electronic Transactions Act, and you hereby waive any objection to the contrary.
You consent to us providing notices to you under these Terms of Service electronically and understand that this consent has the same legal effect as a physical signature.
We may provide notices regarding activity and alerts electronically through your Account, email, and via text or SMS to the contact information provided to us by you. We will send notices affecting payment and these Terms through your Account or via email and you agree that they will be considered received 24 hours after they are sent. You understand that you may not use the Services unless you consent to receive notices electronically. You may only withdraw consent to receive notices electronically by closing your Account.
We may send notices to Users’ mobile phones through text or SMS to the phone numbers you provide to us. These notices may include alerts about the Services, Contracts, Forms, Invoices and other documents. Administrators and Users may elect to not receive certain notices through via text or SMS, but this will limit the use of certain Services.
You must maintain an updated web browser and computer and mobile device operating systems to receive Notices correctly. You are responsible for all costs imposed by Internet or mobile service providers for sending or receiving notices electronically.
Contact us immediately via email to [email protected] if you are or believe you are having problems receiving Notices.
13. Interruption of Service.
From time to time, the Services may be unavailable for periods of time for maintenance and / or modifications to the Platform. We will endeavor to make keep maintenance down time as brief as possible. However, we cannot guarantee that the Services will be available to you, and we will not be liable to you for any losses or damages, pecuniary or non-pecuniary, resulting from the interruption of your use of the Services.
14. Intellectual Property.
The Platform, Services, any Content thereon (excluding any User Content), and any APIs, interfaces, features and functionalities thereof are and will remain the exclusive property of Takenos and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and each jurisdiction in which we make the Services available to Users. You may not use our trademarks, trade dress, service marks, logo or trade name in connection with any product or service without the prior written consent of Takenos. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in the Platform and/or Services, if any. Except as expressly permitted herein, you may not copy, further develop, reproduce, republish, modify, alter download, post, broadcast, transmit or otherwise use the Content of the Platform or Services for any purpose.
You, or the Business, as applicable, have all right, title and interest in the User Content you submit. Except as otherwise agreed in any Consultant Services Agreement, by submitting any User Content, you grant Takenos and its successors and assignees a worldwide, non-exclusive, royalty-free, perpetual, sub-licensable and transferable license under any of your intellectual property, moral or privacy rights to use, copy, distribute, transmit, modify, prepare derivative works of, publicly display, alter, decompile, publicly perform such User Content on, through or in connection with the Platform and/or Services in any media formats and through any media channels. Except as expressly set forth herein, nothing herein grants Takenos any right, title or interest in any intellectual property rights of Client. Takenos shall not use any name or logo of Client in any marketing or advertising materials without Client’s prior written consent.
15. Feedback.
We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback by you does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback will become the sole and exclusive property of Takenos, and Takenos may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary rights, or other right or claim. You hereby assign to Takenos any and all right, title and interest to any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property rights that you may have in and to any and all Feedback.
16. Termination; Survival.
We may terminate or suspend your Account and bar access to the Services immediately, without prior notice or liability to you, in our sole discretion, for any reason whatsoever. Grounds for such termination or suspension may include: (i) extended periods of inactivity; (ii) breach of these Terms; (iii) fraudulent, harassing, or abusive behavior; (iv) behavior that is illegal or harmful to other Users, third parties or business interests of Takenos; (iv) termination, suspension or expiration of any Consultant Services Agreement for any reason, as applicable, or (v) failure to make payment in accordance with the terms hereof or any Consultant Services Agreement. If your Account is terminated, you may not rejoin the Platform again without our express permission. Upon termination of your Account, you shall not have any further access to any Content that may be available through your Account.
We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior through the Services. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity, behavior or Content of anyone believed to have violated these Terms or to have engaged in illegal behavior in connection with the Services.
You or the Business, as applicable, may request the termination of your Account at any time by contacting us via email at [email protected]. Following such request, Takenos shall close your Account as soon as reasonably practicable.
Any suspension, cancellation or termination of your account shall not affect your obligations under these Terms which by their nature are intended to survive such suspension, cancellation or termination.
17. Limitation of Liability; Indemnification.
Takenos is not an intermediary, advisor, agent or third party to Users with regard to any Contracts, and we take no responsibility for the quality or adequacy of any Deliverables or services performed, User disputes and or content posted to the Platform by Users.
Takenos assumes no liability for any acts or omissions of any Contractor, Contractor's failure to provide the services to the Client, or Client's failure to pay amounts owed to a Contractor; and the Contractor acknowledges that Takenos's obligation to pay the Contractor as the Contractor’s Payment Agent is subject to and conditional upon Takenos's actual receipt of payment from the Client.
You agree to defend, indemnify and hold harmless Takenos its Affiliates, Payment Service Providers and each of their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of (a) your use and access of the Service, by you or any person using your account and password; (b) a breach of these Terms; (c) your breach of the terms of any Contract, or the terms of any Payment Service Provider agreement; or (d) any Contract, Form, data and Content posted by you to the Platform.
18. Force Majeure.
You may not hold us liable for any interruption of the Services due to any act of God; blockage, disturbance or encumbrance of the telecommunications, transport or procurement networks for whatever reason; poor quality or interruptions of electrical current; virus or computer pirate attacks, insurrections or acts of a similar nature; state of war or embargo; total or partial strikes within or outside of the company; lock-out, social conflicts, sabotage or acts of vandalism; foul weather, epidemics, earthquakes, explosion, fires, storms, flooding, other natural disasters; water damage, incapacity to obtain raw materials or supplies; legal or regulatory modifications applicable to supplying the Services, and any other case beyond our voluntary control preventing the normal provision of the Services to you.
19. Disclaimers.
Takenos is not a law firm, and is not permitted to engage in the practice of law. Takenos employees do not act as your attorney or otherwise provide legal advice to you. The Templates, Forms, and other sample documents available to you on Takenos are made available to you for informational purposes only and are not a substitute for the advice of an attorney, and may not be relied upon by you in any manner whatsoever with regard to the legality or sufficiency of such materials for your situation or needs.
Your use any portion of the Services does not create an attorney-client relationship with us. You understand and agree that you or your attorneys or advisors represent you in any legal matter you undertake related in any manner to any Template, Form or any other document you obtain through the Platform. Accordingly, while communications between you and Takenos are protected by our Privacy Policy, they are not protected by any attorney-client privilege or attorney work product doctrine. Takenos is prohibited from providing any kind of advice, explanation, opinion, or recommendation to you about possible legal rights, remedies, defenses, options, selection of forms or strategies.
The Platform provides Templates, Forms and other automated document generation tools for Users to prepare, create and execute Contracts with other Users, document work progress, and fill out and submit Forms to tax authorities. The information we provide is comprised of a compilation of frequently encountered legal and compliance issues generally applicable to engagements between Contractors and Clients, and is not intended to be comprehensive of matters specific to your circumstances.
At no time do we review your Contracts, Forms, or other documents or the information you input for legal sufficiency, draw legal conclusions, provide legal advice or apply the law to the facts of your particular situation or needs.
Takenos and the Services are not a substitute for the advice of an attorney. Although Takenos takes every reasonable effort to ensure that the Templates, Forms, and other information on the Platform are up-to-date and reflect our best understanding of compliance matters related to engagements with independent contractors, the information on the Platform is not legal advice and is not guaranteed to be correct, complete or up-to-date. Because the law changes rapidly, varies from jurisdiction to jurisdiction, and is also subject to varying interpretations by different courts and certain government and administrative bodies, Takenos cannot guarantee that all the information on the Platform is accurate, up-to-date, complete or sufficient for your specific legal or compliance needs.
The Platform contains links to other compliance resources. We provide these links to help you identify and locate other resources that may be of interest to you, and are not intended to state or imply that Takenos sponsors, is affiliated or associated with, guarantees, or is legally authorized to use any trade name, registered trademark, logo, legal or official seal, or copyrighted symbol that may be reflected in the links. Any third party information contained on the Platform or on sites we link to is from sources we believe to be reliable, but which we have not independently verified.
Takenos is not responsible for any loss, injury, claim, liability, or damages related to your use of any sites we link to or from errors or omissions in the content of the linked sites. Your use third-party links and information at your own risk. Any tax-related compliance information on the Platform is not intended by us to be used, and cannot be used, for the purpose of (i) avoiding penalties that may be imposed by any governmental taxing authority or agency, or (ii) promoting, marketing or recommending to another party any tax-related advice in such information.
Any suggestions in the information we provide on the Platform are general, and do not take into account an individual’s or entity’s specific tax circumstances or applicable governing tax law, which may vary from jurisdiction to jurisdiction is subject to change.
Takenos makes no express or implied warranties or representations, and Takenos has no liability to you with respect to the information and data we provide to you on the Platform or in connection with the Services.
YOUR USE OF THE SERVICES, AND ANY, CONTENT OR INFORMATION OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES AND CONTENT ANDS INFORMATION OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY EXPRESS OR IMPLIED IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR COURSE OF PERFORMANCE OR ANY OTHER. NEITHER Takenos NOR ITS AFFILIATES MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES OR INFORMATION OBTAINED BY YOU THROUGH THE PLATFORM. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Takenos AND, ITS AFFILIATES DO NOT WARRANT THAT (A) THE SERVICES OR ANY PAYMENT METHOD WILL BE UNINTERRUPTED, SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY ERRORS OR DEFECTS WILL BE CORRECTED; (C) THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS.
20. Limitation of liability.
We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any Content or Services. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems or equipment, servers or providers, software, failure due to technical problems or traffic congestion on the Internet or on the Services. Under no circumstances shall we be responsible for any loss or damage, including personal injury or death and any injury or damage to any person’s mobile device or computer, resulting from use of the Services or from any Content. In addition, we assume no responsibility for any incorrect data, including Personal Data provided by you or on your behalf and you hereby represent and warrant that you are solely responsible for any and all data provided to Takenos, including any incorrect data and you shall assume any and all liability for any consequences of provision of such incorrect data to us.
IN NO EVENT WILL Takenos, NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY USER OF THIRD PARTY ON THE SERVICES; (C) ANY CONTENT OBTAINED FROM THE SERVICE; AND (D) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
OUR MAXIMUM LIABILITY TO YOU UNDER THESE TERMS IS LIMITED TO THE GREATER OF THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU TO US IN THE THREE MONTHS PRECEDING THE EVENT THAT IS THE BASIS OF YOUR CLAIM OR $500.00. THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH YOUR CLAIM IS BASED.
21. Exclusions.
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages set forth in the “LIMITATION OF LIABILITY” and “DISCLAIMER” sections above, so the limitations above may not apply to you.
22. Governing Law.
This Agreement will be governed and construed in accordance with the laws of Delaware, United States, without regard to its conflict of law provisions.
23. ARBITRATION AND CLASS ACTION WAIVER.
In the event a dispute arises out of or in connection with this Agreement, the Parties will attempt to resolve the dispute through friendly consultation.
If the dispute is not resolved within a reasonable period, then any or all outstanding issues may be submitted to mediation in accordance with any statutory rule of mediation.
If the dispute is not resolved through mediation, such disputes shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. The seat of the arbitration will be the city of Montevideo, Uruguay.
23. Contact Us.
Our Customer Support team is available 24/7 if you have any questions regarding the Services, your Account, or these or Terms of Service. You can contact our Customer Support team by submitting a request here. Takenos may communicate with you via email or other channels regarding your Account, Platform system updates, and other issues related to your Account.
You may contact us regarding the Services or these Terms by US mail at:
Billinghurst 2380, Ciudad de Buenos Aires, Argentina. CPA: 1426 or via email to [email protected].
24. Prohibited Activity List
Prohibited User Activities:
Prohibited Uses: