Terms of Service

1. Services Description

Profeta Consulting provides professional business consulting services specializing in:

• • Wholesale and liquidation sales strategy
• • Sales function buildout and optimization
• • Go-to-market strategy and brand development
• • Revenue growth consulting
• • Market expansion and business development

Our Services are provided on a consulting basis and are tailored to each client's specific needs. The scope, deliverables, and timeline for each engagement will be defined in a separate consulting agreement or statement of work.

2. Eligibility

You must be at least 18 years old and have the legal authority to enter into these Terms on behalf of yourself or the business entity you represent. By using our Services, you represent and warrant that you meet these eligibility requirements.

3. User Obligations

When using our Services, you agree to:

• • Provide accurate, current, and complete information
• • Maintain the confidentiality of any account credentials
• • Use the Services only for lawful purposes and in accordance with these Terms
• • Not interfere with or disrupt the Services or servers/networks connected to the Services
• • Not attempt to gain unauthorized access to any portion of the Services
• • Comply with all applicable laws, regulations, and third-party rights
• • Not use the Services to transmit any harmful, offensive, or illegal content

4. Consulting Engagement Terms

4.1 Scope of Work

Each consulting engagement will be governed by a separate written agreement or statement of work that defines the specific services, deliverables, timeline, and compensation. These Terms are in addition to, but do not replace, any such engagement-specific agreements.

4.2 Initial Consultation

We offer a complimentary 30-minute initial consultation to discuss your business needs and determine if our Services are a good fit. This consultation is for informational purposes only and does not create a client relationship or obligation on either party.

4.3 Client Responsibilities

To enable us to provide effective consulting services, you agree to:

• • Provide timely access to necessary information, data, and personnel
• • Respond promptly to requests for feedback and approvals
• • Allocate appropriate internal resources to support the engagement
• • Implement recommendations at your discretion and responsibility

4.4 Professional Advice Disclaimer

Our consulting services provide strategic business advice based on our experience and expertise. We are not providing legal, accounting, tax, or investment advice. You should consult with appropriate licensed professionals for such matters.

5. Payment Terms

5.1 Fees and Billing

Fees for our Services will be specified in your engagement agreement. Payment terms, schedules, and methods will be outlined in that agreement. Unless otherwise specified, all fees are due within 30 days of invoice date.

5.2 Late Payment

Late payments may be subject to interest charges at a rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower) on any outstanding balance.

5.3 Expenses

Unless otherwise agreed, you will reimburse us for reasonable pre-approved expenses incurred in connection with providing the Services, such as travel, accommodation, and materials.

5.4 Taxes

All fees are exclusive of applicable taxes, duties, or similar governmental charges. You are responsible for paying all such taxes, except for taxes based on our net income.

6. Intellectual Property

6.1 Our Intellectual Property

All content, materials, and intellectual property on our website and in our Services, including but not limited to text, graphics, logos, methodologies, frameworks, and software, are owned by or licensed to Profeta Consulting, LLC and are protected by copyright, trademark, and other intellectual property laws.

6.2 License to Use Materials

Upon full payment, we grant you a limited, non-exclusive, non-transferable license to use deliverables created specifically for you under an engagement agreement. You may not resell, redistribute, or sublicense our methodologies, frameworks, or proprietary materials.

6.3 Client Materials

You retain all rights to your pre-existing materials, data, and intellectual property. By providing such materials to us, you grant us a limited license to use them solely for the purpose of providing the Services.

6.4 Feedback and Testimonials

We may request permission to use your company name, logo, and testimonials as part of our marketing materials. We will obtain your written consent before using such materials publicly.

7. Confidentiality

We understand that in the course of our engagement, you may share confidential business information with us. We agree to:

• • Maintain the confidentiality of your proprietary and confidential information
• • Use such information only for the purpose of providing the Services
• • Not disclose your confidential information to third parties without your consent
• • Return or destroy confidential information upon request or termination of the engagement

This obligation does not apply to information that: (a) is or becomes publicly available through no breach of these Terms; (b) was rightfully in our possession prior to disclosure; (c) is independently developed by us; or (d) must be disclosed by law.

8. Disclaimers

Our services and website are provided "as is" and "as available" without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, or accuracy.

We do not warrant that:

• • The Services will meet your specific requirements or achieve particular results
• • The Services will be uninterrupted, timely, secure, or error-free
• • Any errors or defects will be corrected
• • The website or server is free of viruses or harmful components

No Results Guarantee: While we strive to provide high-quality consulting services, we cannot guarantee specific business results, revenue increases, or outcomes. The success of our recommendations depends on many factors outside our control, including market conditions, your implementation, and resource allocation.

9. Limitation of Liability

To the maximum extent permitted by law, Profeta Consulting, LLC and its officers, employees, and contractors shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenues, data, or use, arising out of or related to these Terms or the Services, whether based on warranty, contract, tort (including negligence), or any other legal theory.

Our total liability to you for any damages arising from or related to these Terms or the Services shall not exceed the total amount paid by you to us in the 12 months preceding the claim, or $1,000, whichever is greater.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.

10. Indemnification

You agree to indemnify, defend, and hold harmless Profeta Consulting, LLC and its officers, employees, contractors, and agents from and against any claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising from:

• • Your use of the Services
• • Your violation of these Terms
• • Your violation of any rights of another party
• • Your implementation of our recommendations
• • Any content or information you provide to us

11. Termination

11.1 By Client

You may terminate a consulting engagement at any time with written notice. You will be responsible for payment of all fees for services performed up to the termination date, plus any non-cancellable expenses incurred on your behalf.

11.2 By Us

We may terminate an engagement or suspend Services if you:

• • Breach these Terms or your engagement agreement
• • Fail to make timely payments
• • Fail to provide necessary information or cooperation
• • Engage in conduct that we reasonably believe is harmful or inappropriate

11.3 Effect of Termination

Upon termination:

• • All outstanding fees become immediately due and payable
• • We will deliver any completed work product in our possession
• • Each party will return or destroy the other party's confidential information
• • Provisions that by their nature should survive termination will continue in effect

12. Dispute Resolution

12.1 Informal Resolution

If a dispute arises, we encourage you to first contact us at eli@profetaconsulting.com to seek an informal resolution.

12.2 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the United States and the state in which Profeta Consulting, LLC is registered, without regard to its conflict of law provisions.

12.3 Venue

Any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in the jurisdiction where Profeta Consulting, LLC maintains its principal place of business, and you consent to the personal jurisdiction of such courts.

13. General Provisions

13.1 Entire Agreement

These Terms, together with any engagement-specific agreements, constitute the entire agreement between you and Profeta Consulting, LLC regarding the Services and supersede all prior understandings or agreements.

13.2 Modifications

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on our website and updating the "Last Updated" date. Your continued use of the Services after changes become effective constitutes acceptance of the modified Terms.

13.3 Severability

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

13.4 Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

13.5 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without your consent in connection with a merger, acquisition, or sale of all or substantially all of our assets.

13.6 Independent Contractor

The relationship between you and Profeta Consulting, LLC is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.

13.7 Third-Party Rights

These Terms do not confer any third-party beneficiary rights.

14. Contact Information

If you have questions about these Terms or our Services, please contact us: