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THIS SERVICE AGREEMENT (hereinafter referred to as "Agreement") is made on the date submitted by and between you, whether personally or on behalf of an entity (hereinafter referred to as "CLIENT") and MCNEIL ADVANTAGE LLC, an Nevada Limited Liability Company doing business as MCNEIL ADVANTAGE with its principal place of business at 2545 Chandler Avenue, Suite: 4, Las Vegas, Nevada 89120 and its mailing address at 1230 Rosecrans Avenue, Suite: 300, Manhattan Beach, California 90266 (hereinafter referred to as "COMPANY" or "MCNEIL ADVANTAGE" or "COACHING ADVANTAGE"). Upon execution of this Agreement BY CLIENT, COMPANY will provide services for the CLIENT under the Terms and Conditions set forth below in this Agreement:
- SERVICES: COMPANY shall comply with all local, state and federal laws in connection with the performance of this Agreement as a provider of: Professional Coaching Services. A more particular description of the services to be performed are attached hereto as Exhibit “A” and made a part hereof as the “Scope of Services.” COMPANY will utilize skills and reasonable business practices, within the trade, in conjunction with the necessary procedures in order to perform all services in compliance with the law. Services shall commence upon receipt of the executed copy of this Agreement to COMPANY. COMPANY may sub-contract, sub-let or assign such portion of the services under this Agreement as it may believe advisable. COMPANY reserves the right, at any time, to stop performance of the services hereunder until such time as any past due payment, according to the payment terms of this Agreement, are brought up to date.
- DUTIES IMPOSED ON CLIENT: In addition to the above services rendered by COMPANY, during the term of this Agreement, the CLIENT shall provide COMPANY with any and all information or documents which may be necessary for COMPANY to fulfill its obligations under the terms herein. Moreover, CLIENT agrees to cooperate with COMPANY in any manner necessary, so long as it is in compliance with the laws, in order to allow COMPANY to fulfill its obligations under the term herein.
- COMPENSATION AND EXPENSES: In consideration for the services to be performed by COMPANY under this Agreement, the CLIENT shall pay compensation to COMPANY, a more particular description of which are attached hereto as Exhibit “B” and made a part hereof as the “Payment Schedule.”
- LATE PAYMENT: CLIENT shall pay to COMPANY all compensation upon execution of this Agreement or on such date(s) as agreed to by the CLIENT and COMPANY as described in Exhibit “B”. Failure of CLIENT to pay any fees after the applicable due date shall be deemed a material breach of this Agreement, justifying suspension of the performance of the services provided by COMPANY and it shall be sufficient cause for immediate termination of this Agreement by COMPANY. Any such suspension will in no way relieve CLIENT from payment of compensation, and, in the event of collection, CLIENT shall be liable for any and all costs associated with such collection, including, but not limited to, legal costs, attorneys' fees, courts costs, and collection agency fees.
- INDEPENDENT CONTRACTOR: Nothing herein shall be construed to create an employer-employee relationship between CLIENT and COMPANY. COMPANY is an independent contractor and not an employee of CLIENT or any of its subsidiaries or affiliates. The compensation set forth herein shall be the sole consideration due to COMPANY for the services rendered hereunder. It is understood that CLIENT shall not withhold any amounts for payment of taxes from the compensation of COMPANY. COMPANY shall not represent to be or hold itself out as an employee of CLIENT.
- TERM: This Agreement shall commence on the date first written and shall continue until the completion of the Scope of Services as described in Exhibit “A” or otherwise terminated pursuant to the terms of this Agreement. COMPANY has the right to terminate this Agreement in its sole discretion if CLIENT violates or proposes to violate any applicable federal or state law, rule or regulation. COMPANY may also terminate this Agreement in its sole discretion as otherwise provided in this Agreement.
- PERSONAL GUARANTEE: The undersigned individual signing on behalf of CLIENT(s) personally guarantee the payment of any and all future obligations which may be owing to COMPANY upon demand, whether or not a lawsuit is filed. The CLIENT agrees that upon the dishonor of any check for whatever reason, the undersigned CLIENT shall be jointly and severally responsible for the payment. This is a continuing personal guarantee and may be revoked only in writing by delivery to COMPANY of the revocation by certified mail return receipt requested.
- ACCEPTANCE: The undersigned CLIENT acknowledges receipt of a true copy of this Agreement and acknowledges that he, she or it has read and understands the content thereof and accepts same under the Terms and Conditions stated herein and delineated on the reverse side of this Agreement. The services specified are hereby authorized and payment will be made as outlined herein.
- LIMITATION OF LIABILITY: It is understood and agreed that COMPANY HEREBY DISCLAIMS ANY AND ALL LIABLITY AND CLIENT SHALL ASSUME ALL RESPONSIBILITY FOR OBTAINING INSURANCE TO COVER LOSSES OF ALL TYPES. COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, EXCEPT AS SPECIFICALLY STATED HEREIN. SUCH WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED. COMPANY SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY’S TOTAL LIABILITY TO CLIENT FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AMOUNT PAID BY CLIENT, IF ANY, FOR THE VALUE OF THE SERVICES PROVIDED HEREUNDER.
- INDEMNIFICATION: CLIENT shall indemnify and hold harmless COMPANY against all claims, obligations or liabilities including court costs and attorneys' fees, arising out of CLIENT's tortious or unauthorized acts, misrepresentations, omissions, failure to perform its obligations hereunder, or any acts not expressly authorized in writing, related to or beyond the scope of this Agreement.
- NON-CIRCUMVENTION: CLIENT agrees that the terms and conditions of this agreement are fully applicable and binding to itself, its officers, directors, shareholders, affiliates, subsidiaries, CLIENTs, representatives, employees, associates, assigns, trustees, heirs and/or assigns or executors, and CLIENT irrevocably binds itself not to deal independently with any person, business, corporations, partnership, buyer, sellers, borrowers, lenders, agents, brokers, institutions, including their affiliates, subsidiaries, contractors, CLIENTs, representatives, employees, associates, assigns, trustees, heirs and/or assigns, or executors or other entities introduced or known to CLIENT, without the knowledge of COMPANY, subject to all of the terms and conditions in this Agreement. CLIENT agrees not to attempt to circumvent, avoid or bypass COMPANY in any manner, regarding any agreements or disclosures made between the parties hereto.
- CONVENANT NOT TO COMPETE: The CLIENT covenants that for a period of one year from the date of execution of this Agreement except as otherwise approved in writing by COMPANY, either directly or indirectly, with or without compensation, for itself, or through, on behalf of, or in conjunction with any person, persons, partnership, corporation or other entity, CLIENT shall not employ or engage, or seek to employ or engage, any person who is at that time employed or engaged by COMPANY or otherwise directly or indirectly attempt to induce such person to leave its employment or engagement.
- TERMINATION: This Agreement may be terminated by COMPANY and COMPANY may, at its option, declare any unpaid balance and other sums payable by CLIENT hereunder immediately due and payable for any one or more of the following reasons: (a) if CLIENT fails to make payment when due; or (b) the CLIENT substantially breaches any other obligation of this Agreement.
- CANCELLATION: CLIENT may cancel services to be rendered by COMPANY with a cancellation fee by communicating such termination in writing at least 45 days prior to such time as COMPANY begins to render services pursuant to this Agreement. CLIENT expressly agrees that COMPANY shall be authorized to retain the sum of entire compensation as cancellation fee or a lesser amount at COMPANY’S sole discretion if services are canceled with less than 45 days written notice to COMPANY. Notice from the CLIENT is effective upon receipt provided that a copy of the notice is promptly given by prepaid certified mail, or COMPANY delivers a written confirmation of receipt.
- MEDIATION AND ARBITRATION: Any disputes between the parties hereto, whether arising under this agreement or otherwise, which the parties cannot resolve between themselves using good faith shall be referred to a court certified mediator of the Circuit Court in the County of the principal office of COMPANY, and any mediation shall be held in the County of the principal office of COMPANY. The CLIENT shall bear the cost of said mediation. In the event that said dispute is not resolved in mediation, the parties shall submit the dispute to a neutral arbitrator residing in the County of the principal address of COMPANY. The arbitration shall be held in the County of the principal office of COMPANY and the CLIENT shall bear the cost of said arbitration. In the event that the parties are unable to agree upon an arbitrator within 15 days of the date on which either party requests arbitration of a matter, the arbitrator shall be provided by the American Arbitration Association. The parties further agree that full discovery shall be allowed to each party to the arbitration and a written award shall be entered forthwith. Any and all types of relief that would otherwise be available in Court shall be available to both parties in the arbitration. The decision of the arbitrator shall be final and binding. Arbitration shall be the exclusive legal remedy of the parties. If either party refuses to comply with a ruling or decision of the arbitrator and a lawsuit is brought to enforce said ruling or decision, it is agreed that the party not complying with the ruling or decision of the arbitrator shall pay all the court costs and reasonable attorney's fees (including Trial and Appellate attorney's fees) incurred in enforcing the ruling or decision of the arbitrator. Any rights of injunctive relief shall be in addition to and not in derogation or limitation of any other legal rights.
- ENITRE AGREEMENT: This Agreement and supplemental terms and conditions or documents that may be posted on the site from time to time are hereby expressly incorporated herein by reference constitutes the entire understanding of the parties and supersedes all prior discussions, negotiations, agreements and understandings, whether oral or written, with respect to its subject matter.
- MODIFICATION: No change or modification of this Agreement shall be valid unless it is IN WRITING AND SIGNED BY ALL THE PARTIES who are bound by the terms of this Agreement.
- SEVERABILITY: If any provision of this Agreement is held invalid, unenforceable, or void by a court of competent jurisdiction, this Agreement shall be considered divisible as to such provision, and the remainder of the Agreement shall be valid and binding as though such provision were not included in this Agreement.
- VENUE AND JURISDICTION: Should a lawsuit be necessary to enforce this Agreement the parties agree that jurisdiction and venue are waived and suit shall be brought in the county of the principal office of COMPANY.
- NO-WAIVERS: The waiver by any party of any other party's breach of any provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach, and the waiver by any party to exercise any right or remedy shall not operate nor be construed as a waiver or bar to the exercise of such right or remedy upon the occurrence of any subsequent breach. No action on the part of either party to this Agreement shall be interpreted as waiver unless such action shall be in writing.
- HEADINGS: Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.
- GOVERNING LAW: This Agreement shall be governed by the laws of the State of Nevada (without regard to the laws that might be applicable under principles of conflicts of law) as to all matters, including, but not limited to, matters of validity, construction, effect and performance.
- COUNTERPARTS: This Agreement may be executed in two or more parts, each of which shall be deemed an original but all of which together shall be one and the same instrument.
- FACSIMILE COPAY: A facsimile copy of this Agreement and any signatures affixed hereto shall be considered for all purposes as original.
- INTELLECTUAL PROPERTY: McNeil Advantage reserves their right to all patent, copyright and trade secret rights in anything created or developed by McNeil Advantage for the Client. McNeil Advantage has the right to approve or deny the Client to secure any copyright, patent, or other intellectual property rights for any additional charge to The Client.
- COMPANY STATUS: McNeil Advantage is not an employee of the Client. McNeil Advantage’s employees, subcontractors, and/or agents are not the Client’s employees. McNeil Advantage and the Client agrees to the following rights consistent with McNeil Advantage relationship:
- TAXES: The Client will not:
Withhold FICA from McNeil Advantage’s payments or make FICA payments on McNeil Advantage’s behalf;
Make state or federal unemployment compensation contributions on McNeil Advantage’s behalf, or
Withhold state or federal income tax from McNeil Advantage’s payments.
- CONFIDENTIALITY: The Client also understands that any and all trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by McNeil Advantage and/or used by McNeil Advantage in connection with the operation of its business including, without limitation, McNeil Advantage’s business and product processes, methods, pupil/personnel record information, accounts and procedures are confidential at all times and shall not be discussed with anyone without written authorization from McNeil Advantage.
- POLICIES AND PROCEDURES: The Client and its employees and agents agree to abide by all the policies and procedures of McNeil Advantage.
- EXCLUSIVE AGREEMENT: This Agreement and supplemental terms and conditions or documents that may be posted on the site from time to time are hereby expressly incorporated herein by reference will constitute as the entire Agreement between McNeil Advantage and the Client. All previous agreements between the parties, if any, whether written or oral, are merged herein and superseded hereby.
- ASSIGNMENT: The Client obligations under the Professional Services Agreement may not be assigned or transferred to any other person, firm, or corporation without the prior written consent of McNeil Advantage.
- LIMITED LIABILITY: This provision allocates the risks under the Professional Services Agreement between McNeil Advantage and the Client. The Client shall remain liable for bodily injury, personal property damage, and any other damages resulting from grossly negligent or willful actions of the Client or the Client’s employees, subcontractors, and/or agents while on the Client and/or McNeil Advantage’s premises. McNeil Advantage shall not be liable for the Client lost profits, special, incidental, consequential damages, attorney’s fees. The client indemnify, defend and hold harmless of McNeil Advantage, its owners, partners, officers, directors, employees, agents, assistants, attorneys and other representatives, as well as any predecessors, successors and affiliates, from and against any and all claims, demands, causes of action, judgments, damages, losses, costs and expenses (including reasonable attorneys’ fees) arising out of or incident to, either directly or indirectly, any act or omission or breach of this Agreement by such party and gross negligence or willful misconduct.
- ATTORNEY IN FACT: McNeil Advantage has authority to speak, act, and enter into contracts on the Client behalf to ensure McNeil Advantage can substantially and effectively perform the services required. The client officially grants McNeil Advantage as their Attorney-in-fact with the power and authority to act in its name and on its behalf to execute, acknowledge and swear to in the execution, acknowledgment and filing of documents in McNeil Advantage’s good faith discretion.
- OPPORTUNITY OF COUNSEL: In the event of a controversy or dispute between the parties concerning the provisions herein, this document shall be interpreted according to the provisions herein. The parties hereto acknowledge and agree that each has been given an opportunity to independently review the Professional Services Agreement and the Terms of Service (hereinafter referred to as "Professional Services Terms and Conditions Notice" ) with legal counsel.
- SIGNATORIES: The person(s) that has approved the Service Agreement hereby declares under the penalty of perjury that he/she is authorized to agree to all contractual agreements on behalf of the Client and that all information provided is true, correct, and complete. The Client agrees that if they choose to render any type of services from McNeil Advantage any and all forms of payment automatically constitutes as an agreement to the Professional Services Agreement and the Professional Services Terms and Conditions Notice.
COACHING | COACHING ADVANTAGE:
COACHING | COACHING ADVANTAGE:
http://www.mcneiladvantage.com/coachingadvantagesubscrtiptionplanpage
In addition to the fees charged the Client, a “value factor” may be added and billed to the Client. The value factor is based upon the following considerations: (i) the novelty and difficulty of the questions involved and the skill requisite to performing the requested services; (ii) the intensity of the Company's efforts; (iii) the extent to which the engagement precluded other employment; (iv) the amount involved in the matter; (v) the results obtained; (vi) the nature and length of the professional relationship with the Client.
In consideration for the services to be performed by COMPANY, the CLIENT agrees to pay COMPANY for all services rendered. The CLIENT shall pay COMPANY by automatic payment withdraw (i.e. ach, debt card, credit card, electronic wire transfer) and appropriate debit and adjustment entries upon receipt of services being rendered and billed. If the CLEINT fails to make the payment the CLEINT shall be charged with penalty and late fees. Statements that are generated to collect late fees are subject to increase each day payment is not made after non-payment. Accounts not paid within terms are subject to a monthly finance and interest charge. This authorizes the financial institution holding the Account to post all such entries.
*Promotional Rate Discounts are subject to additional terms and conditions:
- Promotional Rate Discounts are valid for a limited time only. McNeil Advantage reserves the right to modify or cancel promotional rate discounts at any time.
- The promotional rate discount applies only to qualifying services or items displaying the promotional rate discount offer page.
- The promotional rate discount offer will not be valid until it is applied to the qualifying service or item.
- The promotional rate discount may only be used on www.mcneiladvantage.com and in conjunction with the purchase of services or items offered by McNeil Advantage and not on products sold by third-party sellers.
- The promotion is limited per Client.
- Promotion may not be combinable with mail-in rebates unless otherwise written by McNeil Advantage.
- If you remove any of the services or items purchased with a promotional rate discount, the discount or value may be subtracted from the return credit.
- Applicable shipping and handling charges apply to all services and items.
- Certain add-on Items require a minimum purchase.
- Offer good while supplies last.
- Void where prohibited.
- McNeil Advantage has no obligation for payment of any tax in conjunction with the distribution or use of any promotional rate discount.
- Client is required to pay any applicable tax related to the use of the promotional rate discount.
- Promotional rate discounts are void if restricted or prohibited by law.
Last Updated: Sunday, January 1, 2023
Consulting
THIS SERVICE AGREEMENT (hereinafter referred to as "Agreement") is made on the date submitted by and between you, whether personally or on behalf of an entity (hereinafter referred to as "CLIENT") and MCNEIL ADVANTAGE LLC, an Nevada Limited Liability Company doing business as MCNEIL ADVANTAGE with its principal place of business at 2545 Chandler Avenue, Suite: 4, Las Vegas, Nevada 89120 and its mailing address at 1230 Rosecrans Avenue, Suite: 300, Manhattan Beach, California 90266 (hereinafter referred to as "COMPANY" or "MCNEIL ADVANTAGE" or "CONSULTING ADVANTAGE"). Upon execution of this Agreement BY CLIENT, COMPANY will provide services for the CLIENT under the Terms and Conditions set forth below in this Agreement:
- SERVICES: COMPANY shall comply with all local, state and federal laws in connection with the performance of this Agreement as a provider of: Professional Consulting Services. A more particular description of the services to be performed are attached hereto as Exhibit “A” and made a part hereof as the “Scope of Services.” COMPANY will utilize skills and reasonable business practices, within the trade, in conjunction with the necessary procedures in order to perform all services in compliance with the law. Services shall commence upon receipt of the executed copy of this Agreement to COMPANY. COMPANY may sub-contract, sub-let or assign such portion of the services under this Agreement as it may believe advisable. COMPANY reserves the right, at any time, to stop performance of the services hereunder until such time as any past due payment, according to the payment terms of this Agreement, are brought up to date.
- DUTIES IMPOSED ON CLIENT: In addition to the above services rendered by COMPANY, during the term of this Agreement, the CLIENT shall provide COMPANY with any and all information or documents which may be necessary for COMPANY to fulfill its obligations under the terms herein. Moreover, CLIENT agrees to cooperate with COMPANY in any manner necessary, so long as it is in compliance with the laws, in order to allow COMPANY to fulfill its obligations under the term herein.
- COMPENSATION AND EXPENSES: In consideration for the services to be performed by COMPANY under this Agreement, the CLIENT shall pay compensation to COMPANY, a more particular description of which are attached hereto as Exhibit “B” and made a part hereof as the “Payment Schedule.”
- LATE PAYMENT: CLIENT shall pay to COMPANY all compensation upon execution of this Agreement or on such date(s) as agreed to by the CLIENT and COMPANY as described in Exhibit “B”. Failure of CLIENT to pay any fees after the applicable due date shall be deemed a material breach of this Agreement, justifying suspension of the performance of the services provided by COMPANY and it shall be sufficient cause for immediate termination of this Agreement by COMPANY. Any such suspension will in no way relieve CLIENT from payment of compensation, and, in the event of collection, CLIENT shall be liable for any and all costs associated with such collection, including, but not limited to, legal costs, attorneys' fees, courts costs, and collection agency fees.
- INDEPENDENT CONTRACTOR: Nothing herein shall be construed to create an employer-employee relationship between CLIENT and COMPANY. COMPANY is an independent contractor and not an employee of CLIENT or any of its subsidiaries or affiliates. The compensation set forth herein shall be the sole consideration due to COMPANY for the services rendered hereunder. It is understood that CLIENT shall not withhold any amounts for payment of taxes from the compensation of COMPANY. COMPANY shall not represent to be or hold itself out as an employee of CLIENT.
- TERM: This Agreement shall commence on the date first written and shall continue until the completion of the Scope of Services as described in Exhibit “A” or otherwise terminated pursuant to the terms of this Agreement. COMPANY has the right to terminate this Agreement in its sole discretion if CLIENT violates or proposes to violate any applicable federal or state law, rule or regulation. COMPANY may also terminate this Agreement in its sole discretion as otherwise provided in this Agreement.
- PERSONAL GUARANTEE: The undersigned individual signing on behalf of CLIENT(s) personally guarantee the payment of any and all future obligations which may be owing to COMPANY upon demand, whether or not a lawsuit is filed. The CLIENT agrees that upon the dishonor of any check for whatever reason, the undersigned CLIENT shall be jointly and severally responsible for the payment. This is a continuing personal guarantee and may be revoked only in writing by delivery to COMPANY of the revocation by certified mail return receipt requested.
- ACCEPTANCE: The undersigned CLIENT acknowledges receipt of a true copy of this Agreement and acknowledges that he, she or it has read and understands the content thereof and accepts same under the Terms and Conditions stated herein and delineated on the reverse side of this Agreement. The services specified are hereby authorized and payment will be made as outlined herein.
- LIMITATION OF LIABILITY: It is understood and agreed that COMPANY HEREBY DISCLAIMS ANY AND ALL LIABLITY AND CLIENT SHALL ASSUME ALL RESPONSIBILITY FOR OBTAINING INSURANCE TO COVER LOSSES OF ALL TYPES. COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, EXCEPT AS SPECIFICALLY STATED HEREIN. SUCH WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED. COMPANY SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY’S TOTAL LIABILITY TO CLIENT FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AMOUNT PAID BY CLIENT, IF ANY, FOR THE VALUE OF THE SERVICES PROVIDED HEREUNDER.
- INDEMNIFICATION: CLIENT shall indemnify and hold harmless COMPANY against all claims, obligations or liabilities including court costs and attorneys' fees, arising out of CLIENT's tortious or unauthorized acts, misrepresentations, omissions, failure to perform its obligations hereunder, or any acts not expressly authorized in writing, related to or beyond the scope of this Agreement.
- NON-CIRCUMVENTION: CLIENT agrees that the terms and conditions of this agreement are fully applicable and binding to itself, its officers, directors, shareholders, affiliates, subsidiaries, CLIENTs, representatives, employees, associates, assigns, trustees, heirs and/or assigns or executors, and CLIENT irrevocably binds itself not to deal independently with any person, business, corporations, partnership, buyer, sellers, borrowers, lenders, agents, brokers, institutions, including their affiliates, subsidiaries, contractors, CLIENTs, representatives, employees, associates, assigns, trustees, heirs and/or assigns, or executors or other entities introduced or known to CLIENT, without the knowledge of COMPANY, subject to all of the terms and conditions in this Agreement. CLIENT agrees not to attempt to circumvent, avoid or bypass COMPANY in any manner, regarding any agreements or disclosures made between the parties hereto.
- CONVENANT NOT TO COMPETE: The CLIENT covenants that for a period of one year from the date of execution of this Agreement except as otherwise approved in writing by COMPANY, either directly or indirectly, with or without compensation, for itself, or through, on behalf of, or in conjunction with any person, persons, partnership, corporation or other entity, CLIENT shall not employ or engage, or seek to employ or engage, any person who is at that time employed or engaged by COMPANY or otherwise directly or indirectly attempt to induce such person to leave its employment or engagement.
- TERMINATION: This Agreement may be terminated by COMPANY and COMPANY may, at its option, declare any unpaid balance and other sums payable by CLIENT hereunder immediately due and payable for any one or more of the following reasons: (a) if CLIENT fails to make payment when due; or (b) the CLIENT substantially breaches any other obligation of this Agreement.
- CANCELLATION: CLIENT may cancel services to be rendered by COMPANY with a cancellation fee by communicating such termination in writing at least 45 days prior to such time as COMPANY begins to render services pursuant to this Agreement. CLIENT expressly agrees that COMPANY shall be authorized to retain the sum of entire compensation as cancellation fee or a lesser amount at COMPANY’S sole discretion if services are canceled with less than 45 days written notice to COMPANY. Notice from the CLIENT is effective upon receipt provided that a copy of the notice is promptly given by prepaid certified mail, or COMPANY delivers a written confirmation of receipt.
- MEDIATION AND ARBITRATION: Any disputes between the parties hereto, whether arising under this agreement or otherwise, which the parties cannot resolve between themselves using good faith shall be referred to a court certified mediator of the Circuit Court in the County of the principal office of COMPANY, and any mediation shall be held in the County of the principal office of COMPANY. The CLIENT shall bear the cost of said mediation. In the event that said dispute is not resolved in mediation, the parties shall submit the dispute to a neutral arbitrator residing in the County of the principal address of COMPANY. The arbitration shall be held in the County of the principal office of COMPANY and the CLIENT shall bear the cost of said arbitration. In the event that the parties are unable to agree upon an arbitrator within 15 days of the date on which either party requests arbitration of a matter, the arbitrator shall be provided by the American Arbitration Association. The parties further agree that full discovery shall be allowed to each party to the arbitration and a written award shall be entered forthwith. Any and all types of relief that would otherwise be available in Court shall be available to both parties in the arbitration. The decision of the arbitrator shall be final and binding. Arbitration shall be the exclusive legal remedy of the parties. If either party refuses to comply with a ruling or decision of the arbitrator and a lawsuit is brought to enforce said ruling or decision, it is agreed that the party not complying with the ruling or decision of the arbitrator shall pay all the court costs and reasonable attorney's fees (including Trial and Appellate attorney's fees) incurred in enforcing the ruling or decision of the arbitrator. Any rights of injunctive relief shall be in addition to and not in derogation or limitation of any other legal rights.
- ENITRE AGREEMENT: This Agreement and supplemental terms and conditions or documents that may be posted on the site from time to time are hereby expressly incorporated herein by reference constitutes the entire understanding of the parties and supersedes all prior discussions, negotiations, agreements and understandings, whether oral or written, with respect to its subject matter.
- MODIFICATION: No change or modification of this Agreement shall be valid unless it is IN WRITING AND SIGNED BY ALL THE PARTIES who are bound by the terms of this Agreement.
- SEVERABILITY: If any provision of this Agreement is held invalid, unenforceable, or void by a court of competent jurisdiction, this Agreement shall be considered divisible as to such provision, and the remainder of the Agreement shall be valid and binding as though such provision were not included in this Agreement.
- VENUE AND JURISDICTION: Should a lawsuit be necessary to enforce this Agreement the parties agree that jurisdiction and venue are waived and suit shall be brought in the county of the principal office of COMPANY.
- NO-WAIVERS: The waiver by any party of any other party's breach of any provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach, and the waiver by any party to exercise any right or remedy shall not operate nor be construed as a waiver or bar to the exercise of such right or remedy upon the occurrence of any subsequent breach. No action on the part of either party to this Agreement shall be interpreted as waiver unless such action shall be in writing.
- HEADINGS: Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.
- GOVERNING LAW: This Agreement shall be governed by the laws of the State of Nevada (without regard to the laws that might be applicable under principles of conflicts of law) as to all matters, including, but not limited to, matters of validity, construction, effect and performance.
- COUNTERPARTS: This Agreement may be executed in two or more parts, each of which shall be deemed an original but all of which together shall be one and the same instrument.
- FACSIMILE COPAY: A facsimile copy of this Agreement and any signatures affixed hereto shall be considered for all purposes as original.
- INTELLECTUAL PROPERTY: McNeil Advantage reserves their right to all patent, copyright and trade secret rights in anything created or developed by McNeil Advantage for the Client. McNeil Advantage has the right to approve or deny the Client to secure any copyright, patent, or other intellectual property rights for any additional charge to The Client.
- COMPANY STATUS: McNeil Advantage is not an employee of the Client. McNeil Advantage’s employees, subcontractors, and/or agents are not the Client’s employees. McNeil Advantage and the Client agrees to the following rights consistent with McNeil Advantage relationship:
- TAXES: The Client will not:
Withhold FICA from McNeil Advantage’s payments or make FICA payments on McNeil Advantage’s behalf;
Make state or federal unemployment compensation contributions on McNeil Advantage’s behalf, or
Withhold state or federal income tax from McNeil Advantage’s payments.
- CONFIDENTIALITY: The Client also understands that any and all trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by McNeil Advantage and/or used by McNeil Advantage in connection with the operation of its business including, without limitation, McNeil Advantage’s business and product processes, methods, pupil/personnel record information, accounts and procedures are confidential at all times and shall not be discussed with anyone without written authorization from McNeil Advantage.
- POLICIES AND PROCEDURES: The Client and its employees and agents agree to abide by all the policies and procedures of McNeil Advantage.
- EXCLUSIVE AGREEMENT: This Agreement and supplemental terms and conditions or documents that may be posted on the site from time to time are hereby expressly incorporated herein by reference will constitute as the entire Agreement between McNeil Advantage and the Client. All previous agreements between the parties, if any, whether written or oral, are merged herein and superseded hereby.
- ASSIGNMENT: The Client obligations under the Professional Services Agreement may not be assigned or transferred to any other person, firm, or corporation without the prior written consent of McNeil Advantage.
- LIMITED LIABILITY: This provision allocates the risks under the Professional Services Agreement between McNeil Advantage and the Client. The Client shall remain liable for bodily injury, personal property damage, and any other damages resulting from grossly negligent or willful actions of the Client or the Client’s employees, subcontractors, and/or agents while on the Client and/or McNeil Advantage’s premises. McNeil Advantage shall not be liable for the Client lost profits, special, incidental, consequential damages, attorney’s fees. The client indemnify, defend and hold harmless of McNeil Advantage, its owners, partners, officers, directors, employees, agents, assistants, attorneys and other representatives, as well as any predecessors, successors and affiliates, from and against any and all claims, demands, causes of action, judgments, damages, losses, costs and expenses (including reasonable attorneys’ fees) arising out of or incident to, either directly or indirectly, any act or omission or breach of this Agreement by such party and gross negligence or willful misconduct.
- ATTORNEY IN FACT: McNeil Advantage has authority to speak, act, and enter into contracts on the Client behalf to ensure McNeil Advantage can substantially and effectively perform the services required. The client officially grants McNeil Advantage as their Attorney-in-fact with the power and authority to act in its name and on its behalf to execute, acknowledge and swear to in the execution, acknowledgment and filing of documents in McNeil Advantage’s good faith discretion.
- OPPORTUNITY OF COUNSEL: In the event of a controversy or dispute between the parties concerning the provisions herein, this document shall be interpreted according to the provisions herein. The parties hereto acknowledge and agree that each has been given an opportunity to independently review the Professional Services Agreement and the Terms of Service (hereinafter referred to as "Professional Services Terms and Conditions Notice" ) with legal counsel.
- SIGNATORIES: The person(s) that has approved the Service Agreement hereby declares under the penalty of perjury that he/she is authorized to agree to all contractual agreements on behalf of the Client and that all information provided is true, correct, and complete. The Client agrees that if they choose to render any type of services from McNeil Advantage any and all forms of payment automatically constitutes as an agreement to the Professional Services Agreement and the Professional Services Terms and Conditions Notice.
In addition to the fees charged the Client, a “value factor” may be added and billed to the Client. The value factor is based upon the following considerations: (i) the novelty and difficulty of the questions involved and the skill requisite to performing the requested services; (ii) the intensity of the Company's efforts; (iii) the extent to which the engagement precluded other employment; (iv) the amount involved in the matter; (v) the results obtained; (vi) the nature and length of the professional relationship with the Client.
In consideration for the services to be performed by COMPANY, the CLIENT agrees to pay COMPANY for all services rendered. The CLIENT shall pay COMPANY by automatic payment withdraw (i.e. ach, debt card, credit card, electronic wire transfer) and appropriate debit and adjustment entries upon receipt of services being rendered and billed. If the CLEINT fails to make the payment the CLEINT shall be charged with penalty and late fees. Statements that are generated to collect late fees are subject to increase each day payment is not made after non-payment. Accounts not paid within terms are subject to a monthly finance and interest charge. This authorizes the financial institution holding the Account to post all such entries.
*Promotional Rate Discounts are subject to additional terms and conditions:
- Promotional Rate Discounts are valid for a limited time only. McNeil Advantage reserves the right to modify or cancel promotional rate discounts at any time.
- The promotional rate discount applies only to qualifying services or items displaying the promotional rate discount offer page.
- The promotional rate discount offer will not be valid until it is applied to the qualifying service or item.
- The promotional rate discount may only be used on www.mcneiladvantage.com and in conjunction with the purchase of services or items offered by McNeil Advantage and not on products sold by third-party sellers.
- The promotion is limited per Client.
- Promotion may not be combinable with mail-in rebates unless otherwise written by McNeil Advantage.
- If you remove any of the services or items purchased with a promotional rate discount, the discount or value may be subtracted from the return credit.
- Applicable shipping and handling charges apply to all services and items.
- Certain add-on Items require a minimum purchase.
- Offer good while supplies last.
- Void where prohibited.
- McNeil Advantage has no obligation for payment of any tax in conjunction with the distribution or use of any promotional rate discount.
- Client is required to pay any applicable tax related to the use of the promotional rate discount.
- Promotional rate discounts are void if restricted or prohibited by law.
Last Updated: Sunday, January 1, 2023
Financial
THIS SERVICE AGREEMENT (hereinafter referred to as "Agreement") is made on the date submitted by and between you, whether personally or on behalf of an entity (hereinafter referred to as "CLIENT") and MCNEIL ADVANTAGE LLC, an Nevada Limited Liability Company doing business as MCNEIL ADVANTAGE with its principal place of business at 2545 Chandler Avenue, Suite: 4, Las Vegas, Nevada 89120 and its mailing address at 1230 Rosecrans Avenue, Suite: 300, Manhattan Beach, California 90266 (hereinafter referred to as "COMPANY" or "MCNEIL ADVANTAGE" or "FINANCIAL ADVANAGE"). Upon execution of this Agreement BY CLIENT, COMPANY will provide services for the CLIENT under the Terms and Conditions set forth below in this Agreement:
- SERVICES: COMPANY shall comply with all local, state and federal laws in connection with the performance of this Agreement as a provider of: Professional Financial Services. A more particular description of the services to be performed are attached hereto as Exhibit “A” and made a part hereof as the “Scope of Services.” COMPANY will utilize skills and reasonable business practices, within the trade, in conjunction with the necessary procedures in order to perform all services in compliance with the law. Services shall commence upon receipt of the executed copy of this Agreement to COMPANY. COMPANY may sub-contract, sub-let or assign such portion of the services under this Agreement as it may believe advisable. COMPANY reserves the right, at any time, to stop performance of the services hereunder until such time as any past due payment, according to the payment terms of this Agreement, are brought up to date.
- DUTIES IMPOSED ON CLIENT: In addition to the above services rendered by COMPANY, during the term of this Agreement, the CLIENT shall provide COMPANY with any and all information or documents which may be necessary for COMPANY to fulfill its obligations under the terms herein. Moreover, CLIENT agrees to cooperate with COMPANY in any manner necessary, so long as it is in compliance with the laws, in order to allow COMPANY to fulfill its obligations under the term herein.
- COMPENSATION AND EXPENSES: In consideration for the services to be performed by COMPANY under this Agreement, the CLIENT shall pay compensation to COMPANY, a more particular description of which are attached hereto as Exhibit “B” and made a part hereof as the “Payment Schedule.”
- LATE PAYMENT: CLIENT shall pay to COMPANY all compensation upon execution of this Agreement or on such date(s) as agreed to by the CLIENT and COMPANY as described in Exhibit “B”. Failure of CLIENT to pay any fees after the applicable due date shall be deemed a material breach of this Agreement, justifying suspension of the performance of the services provided by COMPANY and it shall be sufficient cause for immediate termination of this Agreement by COMPANY. Any such suspension will in no way relieve CLIENT from payment of compensation, and, in the event of collection, CLIENT shall be liable for any and all costs associated with such collection, including, but not limited to, legal costs, attorneys' fees, courts costs, and collection agency fees.
- INDEPENDENT CONTRACTOR: Nothing herein shall be construed to create an employer-employee relationship between CLIENT and COMPANY. COMPANY is an independent contractor and not an employee of CLIENT or any of its subsidiaries or affiliates. The compensation set forth herein shall be the sole consideration due to COMPANY for the services rendered hereunder. It is understood that CLIENT shall not withhold any amounts for payment of taxes from the compensation of COMPANY. COMPANY shall not represent to be or hold itself out as an employee of CLIENT.
- TERM: This Agreement shall commence on the date first written and shall continue until the completion of the Scope of Services as described in Exhibit “A” or otherwise terminated pursuant to the terms of this Agreement. COMPANY has the right to terminate this Agreement in its sole discretion if CLIENT violates or proposes to violate any applicable federal or state law, rule or regulation. COMPANY may also terminate this Agreement in its sole discretion as otherwise provided in this Agreement.
- PERSONAL GUARANTEE: The undersigned individual signing on behalf of CLIENT(s) personally guarantee the payment of any and all future obligations which may be owing to COMPANY upon demand, whether or not a lawsuit is filed. The CLIENT agrees that upon the dishonor of any check for whatever reason, the undersigned CLIENT shall be jointly and severally responsible for the payment. This is a continuing personal guarantee and may be revoked only in writing by delivery to COMPANY of the revocation by certified mail return receipt requested.
- ACCEPTANCE: The undersigned CLIENT acknowledges receipt of a true copy of this Agreement and acknowledges that he, she or it has read and understands the content thereof and accepts same under the Terms and Conditions stated herein and delineated on the reverse side of this Agreement. The services specified are hereby authorized and payment will be made as outlined herein.
- LIMITATION OF LIABILITY: It is understood and agreed that COMPANY HEREBY DISCLAIMS ANY AND ALL LIABLITY AND CLIENT SHALL ASSUME ALL RESPONSIBILITY FOR OBTAINING INSURANCE TO COVER LOSSES OF ALL TYPES. COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, EXCEPT AS SPECIFICALLY STATED HEREIN. SUCH WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED. COMPANY SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY’S TOTAL LIABILITY TO CLIENT FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AMOUNT PAID BY CLIENT, IF ANY, FOR THE VALUE OF THE SERVICES PROVIDED HEREUNDER.
- INDEMNIFICATION: CLIENT shall indemnify and hold harmless COMPANY against all claims, obligations or liabilities including court costs and attorneys' fees, arising out of CLIENT's tortious or unauthorized acts, misrepresentations, omissions, failure to perform its obligations hereunder, or any acts not expressly authorized in writing, related to or beyond the scope of this Agreement.
- NON-CIRCUMVENTION: CLIENT agrees that the terms and conditions of this agreement are fully applicable and binding to itself, its officers, directors, shareholders, affiliates, subsidiaries, CLIENTs, representatives, employees, associates, assigns, trustees, heirs and/or assigns or executors, and CLIENT irrevocably binds itself not to deal independently with any person, business, corporations, partnership, buyer, sellers, borrowers, lenders, agents, brokers, institutions, including their affiliates, subsidiaries, contractors, CLIENTs, representatives, employees, associates, assigns, trustees, heirs and/or assigns, or executors or other entities introduced or known to CLIENT, without the knowledge of COMPANY, subject to all of the terms and conditions in this Agreement. CLIENT agrees not to attempt to circumvent, avoid or bypass COMPANY in any manner, regarding any agreements or disclosures made between the parties hereto.
- CONVENANT NOT TO COMPETE: The CLIENT covenants that for a period of one year from the date of execution of this Agreement except as otherwise approved in writing by COMPANY, either directly or indirectly, with or without compensation, for itself, or through, on behalf of, or in conjunction with any person, persons, partnership, corporation or other entity, CLIENT shall not employ or engage, or seek to employ or engage, any person who is at that time employed or engaged by COMPANY or otherwise directly or indirectly attempt to induce such person to leave its employment or engagement.
- TERMINATION: This Agreement may be terminated by COMPANY and COMPANY may, at its option, declare any unpaid balance and other sums payable by CLIENT hereunder immediately due and payable for any one or more of the following reasons: (a) if CLIENT fails to make payment when due; or (b) the CLIENT substantially breaches any other obligation of this Agreement.
- CANCELLATION: CLIENT may cancel services to be rendered by COMPANY with a cancellation fee by communicating such termination in writing at least 45 days prior to such time as COMPANY begins to render services pursuant to this Agreement. CLIENT expressly agrees that COMPANY shall be authorized to retain the sum of entire compensation as cancellation fee or a lesser amount at COMPANY’S sole discretion if services are canceled with less than 45 days written notice to COMPANY. Notice from the CLIENT is effective upon receipt provided that a copy of the notice is promptly given by prepaid certified mail, or COMPANY delivers a written confirmation of receipt.
- MEDIATION AND ARBITRATION: Any disputes between the parties hereto, whether arising under this agreement or otherwise, which the parties cannot resolve between themselves using good faith shall be referred to a court certified mediator of the Circuit Court in the County of the principal office of COMPANY, and any mediation shall be held in the County of the principal office of COMPANY. The CLIENT shall bear the cost of said mediation. In the event that said dispute is not resolved in mediation, the parties shall submit the dispute to a neutral arbitrator residing in the County of the principal address of COMPANY. The arbitration shall be held in the County of the principal office of COMPANY and the CLIENT shall bear the cost of said arbitration. In the event that the parties are unable to agree upon an arbitrator within 15 days of the date on which either party requests arbitration of a matter, the arbitrator shall be provided by the American Arbitration Association. The parties further agree that full discovery shall be allowed to each party to the arbitration and a written award shall be entered forthwith. Any and all types of relief that would otherwise be available in Court shall be available to both parties in the arbitration. The decision of the arbitrator shall be final and binding. Arbitration shall be the exclusive legal remedy of the parties. If either party refuses to comply with a ruling or decision of the arbitrator and a lawsuit is brought to enforce said ruling or decision, it is agreed that the party not complying with the ruling or decision of the arbitrator shall pay all the court costs and reasonable attorney's fees (including Trial and Appellate attorney's fees) incurred in enforcing the ruling or decision of the arbitrator. Any rights of injunctive relief shall be in addition to and not in derogation or limitation of any other legal rights.
- ENITRE AGREEMENT: This Agreement and supplemental terms and conditions or documents that may be posted on the site from time to time are hereby expressly incorporated herein by reference constitutes the entire understanding of the parties and supersedes all prior discussions, negotiations, agreements and understandings, whether oral or written, with respect to its subject matter.
- MODIFICATION: No change or modification of this Agreement shall be valid unless it is IN WRITING AND SIGNED BY ALL THE PARTIES who are bound by the terms of this Agreement.
- SEVERABILITY: If any provision of this Agreement is held invalid, unenforceable, or void by a court of competent jurisdiction, this Agreement shall be considered divisible as to such provision, and the remainder of the Agreement shall be valid and binding as though such provision were not included in this Agreement.
- VENUE AND JURISDICTION: Should a lawsuit be necessary to enforce this Agreement the parties agree that jurisdiction and venue are waived and suit shall be brought in the county of the principal office of COMPANY.
- NO-WAIVERS: The waiver by any party of any other party's breach of any provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach, and the waiver by any party to exercise any right or remedy shall not operate nor be construed as a waiver or bar to the exercise of such right or remedy upon the occurrence of any subsequent breach. No action on the part of either party to this Agreement shall be interpreted as waiver unless such action shall be in writing.
- HEADINGS: Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.
- GOVERNING LAW: This Agreement shall be governed by the laws of the State of Nevada (without regard to the laws that might be applicable under principles of conflicts of law) as to all matters, including, but not limited to, matters of validity, construction, effect and performance.
- COUNTERPARTS: This Agreement may be executed in two or more parts, each of which shall be deemed an original but all of which together shall be one and the same instrument.
- FACSIMILE COPAY: A facsimile copy of this Agreement and any signatures affixed hereto shall be considered for all purposes as original.
- INTELLECTUAL PROPERTY: McNeil Advantage reserves their right to all patent, copyright and trade secret rights in anything created or developed by McNeil Advantage for the Client. McNeil Advantage has the right to approve or deny the Client to secure any copyright, patent, or other intellectual property rights for any additional charge to The Client.
- COMPANY STATUS: McNeil Advantage is not an employee of the Client. McNeil Advantage’s employees, subcontractors, and/or agents are not the Client’s employees. McNeil Advantage and the Client agrees to the following rights consistent with McNeil Advantage relationship:
- TAXES: The Client will not:
Withhold FICA from McNeil Advantage’s payments or make FICA payments on McNeil Advantage’s behalf;
Make state or federal unemployment compensation contributions on McNeil Advantage’s behalf, or
Withhold state or federal income tax from McNeil Advantage’s payments.
- CONFIDENTIALITY: The Client also understands that any and all trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by McNeil Advantage and/or used by McNeil Advantage in connection with the operation of its business including, without limitation, McNeil Advantage’s business and product processes, methods, pupil/personnel record information, accounts and procedures are confidential at all times and shall not be discussed with anyone without written authorization from McNeil Advantage.
- POLICIES AND PROCEDURES: The Client and its employees and agents agree to abide by all the policies and procedures of McNeil Advantage.
- EXCLUSIVE AGREEMENT: This Agreement and supplemental terms and conditions or documents that may be posted on the site from time to time are hereby expressly incorporated herein by reference will constitute as the entire Agreement between McNeil Advantage and the Client. All previous agreements between the parties, if any, whether written or oral, are merged herein and superseded hereby.
- ASSIGNMENT: The Client obligations under the Professional Services Agreement may not be assigned or transferred to any other person, firm, or corporation without the prior written consent of McNeil Advantage.
- LIMITED LIABILITY: This provision allocates the risks under the Professional Services Agreement between McNeil Advantage and the Client. The Client shall remain liable for bodily injury, personal property damage, and any other damages resulting from grossly negligent or willful actions of the Client or the Client’s employees, subcontractors, and/or agents while on the Client and/or McNeil Advantage’s premises. McNeil Advantage shall not be liable for the Client lost profits, special, incidental, consequential damages, attorney’s fees. The client indemnify, defend and hold harmless of McNeil Advantage, its owners, partners, officers, directors, employees, agents, assistants, attorneys and other representatives, as well as any predecessors, successors and affiliates, from and against any and all claims, demands, causes of action, judgments, damages, losses, costs and expenses (including reasonable attorneys’ fees) arising out of or incident to, either directly or indirectly, any act or omission or breach of this Agreement by such party and gross negligence or willful misconduct.
- ATTORNEY IN FACT: McNeil Advantage has authority to speak, act, and enter into contracts on the Client behalf to ensure McNeil Advantage can substantially and effectively perform the services required. The client officially grants McNeil Advantage as their Attorney-in-fact with the power and authority to act in its name and on its behalf to execute, acknowledge and swear to in the execution, acknowledgment and filing of documents in McNeil Advantage’s good faith discretion.
- OPPORTUNITY OF COUNSEL: In the event of a controversy or dispute between the parties concerning the provisions herein, this document shall be interpreted according to the provisions herein. The parties hereto acknowledge and agree that each has been given an opportunity to independently review the Professional Services Agreement and the Terms of Service (hereinafter referred to as "Professional Services Terms and Conditions Notice" ) with legal counsel.
- SIGNATORIES: The person(s) that has approved the Service Agreement hereby declares under the penalty of perjury that he/she is authorized to agree to all contractual agreements on behalf of the Client and that all information provided is true, correct, and complete. The Client agrees that if they choose to render any type of services from McNeil Advantage any and all forms of payment automatically constitutes as an agreement to the Professional Services Agreement and the Professional Services Terms and Conditions Notice.
In addition to the fees charged the Client, a “value factor” may be added and billed to the Client. The value factor is based upon the following considerations: (i) the novelty and difficulty of the questions involved and the skill requisite to performing the requested services; (ii) the intensity of the Company's efforts; (iii) the extent to which the engagement precluded other employment; (iv) the amount involved in the matter; (v) the results obtained; (vi) the nature and length of the professional relationship with the Client.
In consideration for the services to be performed by COMPANY, the CLIENT agrees to pay COMPANY for all services rendered. The CLIENT shall pay COMPANY by automatic payment withdraw (i.e. ach, debt card, credit card, electronic wire transfer) and appropriate debit and adjustment entries upon receipt of services being rendered and billed. If the CLEINT fails to make the payment the CLEINT shall be charged with penalty and late fees. Statements that are generated to collect late fees are subject to increase each day payment is not made after non-payment. Accounts not paid within terms are subject to a monthly finance and interest charge. This authorizes the financial institution holding the Account to post all such entries.
*Promotional Rate Discounts are subject to additional terms and conditions:
- Promotional Rate Discounts are valid for a limited time only. McNeil Advantage reserves the right to modify or cancel promotional rate discounts at any time.
- The promotional rate discount applies only to qualifying services or items displaying the promotional rate discount offer page.
- The promotional rate discount offer will not be valid until it is applied to the qualifying service or item.
- The promotional rate discount may only be used on www.mcneiladvantage.com and in conjunction with the purchase of services or items offered by McNeil Advantage and not on products sold by third-party sellers.
- The promotion is limited per Client.
- Promotion may not be combinable with mail-in rebates unless otherwise written by McNeil Advantage.
- If you remove any of the services or items purchased with a promotional rate discount, the discount or value may be subtracted from the return credit.
- Applicable shipping and handling charges apply to all services and items.
- Certain add-on Items require a minimum purchase.
- Offer good while supplies last.
- Void where prohibited.
- McNeil Advantage has no obligation for payment of any tax in conjunction with the distribution or use of any promotional rate discount.
- Client is required to pay any applicable tax related to the use of the promotional rate discount.
- Promotional rate discounts are void if restricted or prohibited by law.
Last Updated: Sunday, January 1, 2023
Payroll
THIS SERVICE AGREEMENT (hereinafter referred to as "Agreement") is made on the date submitted by and between you, whether personally or on behalf of an entity (hereinafter referred to as "CLIENT") and MCNEIL ADVANTAGE LLC, an Nevada Limited Liability Company doing business as MCNEIL ADVANTAGE with its principal place of business at 2545 Chandler Avenue, Suite: 4, Las Vegas, Nevada 89120 and its mailing address at 1230 Rosecrans Avenue, Suite: 300, Manhattan Beach, California 90266 (hereinafter referred to as "COMPANY" or "MCNEIL ADVANTAGE" or "PAYROLL ADVANTAGE"). Upon execution of this Agreement BY CLIENT, COMPANY will provide services for the CLIENT under the Terms and Conditions set forth below in this Agreement:
- SERVICES: COMPANY shall comply with all local, state and federal laws in connection with the performance of this Agreement as a provider of: Professional Payroll Services. A more particular description of the services to be performed are attached hereto as Exhibit “A” and made a part hereof as the “Scope of Services.” COMPANY will utilize skills and reasonable business practices, within the trade, in conjunction with the necessary procedures in order to perform all services in compliance with the law. Services shall commence upon receipt of the executed copy of this Agreement to COMPANY. COMPANY may sub-contract, sub-let or assign such portion of the services under this Agreement as it may believe advisable. COMPANY reserves the right, at any time, to stop performance of the services hereunder until such time as any past due payment, according to the payment terms of this Agreement, are brought up to date.
- DUTIES IMPOSED ON CLIENT: In addition to the above services rendered by COMPANY, during the term of this Agreement, the CLIENT shall provide COMPANY with any and all information or documents which may be necessary for COMPANY to fulfill its obligations under the terms herein. Moreover, CLIENT agrees to cooperate with COMPANY in any manner necessary, so long as it is in compliance with the laws, in order to allow COMPANY to fulfill its obligations under the term herein.
- COMPENSATION AND EXPENSES: In consideration for the services to be performed by COMPANY under this Agreement, the CLIENT shall pay compensation to COMPANY, a more particular description of which are attached hereto as Exhibit “B” and made a part hereof as the “Payment Schedule.”
- LATE PAYMENT: CLIENT shall pay to COMPANY all compensation upon execution of this Agreement or on such date(s) as agreed to by the CLIENT and COMPANY as described in Exhibit “B”. Failure of CLIENT to pay any fees after the applicable due date shall be deemed a material breach of this Agreement, justifying suspension of the performance of the services provided by COMPANY and it shall be sufficient cause for immediate termination of this Agreement by COMPANY. Any such suspension will in no way relieve CLIENT from payment of compensation, and, in the event of collection, CLIENT shall be liable for any and all costs associated with such collection, including, but not limited to, legal costs, attorneys' fees, courts costs, and collection agency fees.
- INDEPENDENT CONTRACTOR: Nothing herein shall be construed to create an employer-employee relationship between CLIENT and COMPANY. COMPANY is an independent contractor and not an employee of CLIENT or any of its subsidiaries or affiliates. The compensation set forth herein shall be the sole consideration due to COMPANY for the services rendered hereunder. It is understood that CLIENT shall not withhold any amounts for payment of taxes from the compensation of COMPANY. COMPANY shall not represent to be or hold itself out as an employee of CLIENT.
- TERM: This Agreement shall commence on the date first written and shall continue until the completion of the Scope of Services as described in Exhibit “A” or otherwise terminated pursuant to the terms of this Agreement. COMPANY has the right to terminate this Agreement in its sole discretion if CLIENT violates or proposes to violate any applicable federal or state law, rule or regulation. COMPANY may also terminate this Agreement in its sole discretion as otherwise provided in this Agreement.
- PERSONAL GUARANTEE: The undersigned individual signing on behalf of CLIENT(s) personally guarantee the payment of any and all future obligations which may be owing to COMPANY upon demand, whether or not a lawsuit is filed. The CLIENT agrees that upon the dishonor of any check for whatever reason, the undersigned CLIENT shall be jointly and severally responsible for the payment. This is a continuing personal guarantee and may be revoked only in writing by delivery to COMPANY of the revocation by certified mail return receipt requested.
- ACCEPTANCE: The undersigned CLIENT acknowledges receipt of a true copy of this Agreement and acknowledges that he, she or it has read and understands the content thereof and accepts same under the Terms and Conditions stated herein and delineated on the reverse side of this Agreement. The services specified are hereby authorized and payment will be made as outlined herein.
- LIMITATION OF LIABILITY: It is understood and agreed that COMPANY HEREBY DISCLAIMS ANY AND ALL LIABLITY AND CLIENT SHALL ASSUME ALL RESPONSIBILITY FOR OBTAINING INSURANCE TO COVER LOSSES OF ALL TYPES. COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, EXCEPT AS SPECIFICALLY STATED HEREIN. SUCH WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED. COMPANY SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY’S TOTAL LIABILITY TO CLIENT FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AMOUNT PAID BY CLIENT, IF ANY, FOR THE VALUE OF THE SERVICES PROVIDED HEREUNDER.
- INDEMNIFICATION: CLIENT shall indemnify and hold harmless COMPANY against all claims, obligations or liabilities including court costs and attorneys' fees, arising out of CLIENT's tortious or unauthorized acts, misrepresentations, omissions, failure to perform its obligations hereunder, or any acts not expressly authorized in writing, related to or beyond the scope of this Agreement.
- NON-CIRCUMVENTION: CLIENT agrees that the terms and conditions of this agreement are fully applicable and binding to itself, its officers, directors, shareholders, affiliates, subsidiaries, CLIENTs, representatives, employees, associates, assigns, trustees, heirs and/or assigns or executors, and CLIENT irrevocably binds itself not to deal independently with any person, business, corporations, partnership, buyer, sellers, borrowers, lenders, agents, brokers, institutions, including their affiliates, subsidiaries, contractors, CLIENTs, representatives, employees, associates, assigns, trustees, heirs and/or assigns, or executors or other entities introduced or known to CLIENT, without the knowledge of COMPANY, subject to all of the terms and conditions in this Agreement. CLIENT agrees not to attempt to circumvent, avoid or bypass COMPANY in any manner, regarding any agreements or disclosures made between the parties hereto.
- CONVENANT NOT TO COMPETE: The CLIENT covenants that for a period of one year from the date of execution of this Agreement except as otherwise approved in writing by COMPANY, either directly or indirectly, with or without compensation, for itself, or through, on behalf of, or in conjunction with any person, persons, partnership, corporation or other entity, CLIENT shall not employ or engage, or seek to employ or engage, any person who is at that time employed or engaged by COMPANY or otherwise directly or indirectly attempt to induce such person to leave its employment or engagement.
- TERMINATION: This Agreement may be terminated by COMPANY and COMPANY may, at its option, declare any unpaid balance and other sums payable by CLIENT hereunder immediately due and payable for any one or more of the following reasons: (a) if CLIENT fails to make payment when due; or (b) the CLIENT substantially breaches any other obligation of this Agreement.
- CANCELLATION: CLIENT may cancel services to be rendered by COMPANY with a cancellation fee by communicating such termination in writing at least 45 days prior to such time as COMPANY begins to render services pursuant to this Agreement. CLIENT expressly agrees that COMPANY shall be authorized to retain the sum of entire compensation as cancellation fee or a lesser amount at COMPANY’S sole discretion if services are canceled with less than 45 days written notice to COMPANY. Notice from the CLIENT is effective upon receipt provided that a copy of the notice is promptly given by prepaid certified mail, or COMPANY delivers a written confirmation of receipt.
- MEDIATION AND ARBITRATION: Any disputes between the parties hereto, whether arising under this agreement or otherwise, which the parties cannot resolve between themselves using good faith shall be referred to a court certified mediator of the Circuit Court in the County of the principal office of COMPANY, and any mediation shall be held in the County of the principal office of COMPANY. The CLIENT shall bear the cost of said mediation. In the event that said dispute is not resolved in mediation, the parties shall submit the dispute to a neutral arbitrator residing in the County of the principal address of COMPANY. The arbitration shall be held in the County of the principal office of COMPANY and the CLIENT shall bear the cost of said arbitration. In the event that the parties are unable to agree upon an arbitrator within 15 days of the date on which either party requests arbitration of a matter, the arbitrator shall be provided by the American Arbitration Association. The parties further agree that full discovery shall be allowed to each party to the arbitration and a written award shall be entered forthwith. Any and all types of relief that would otherwise be available in Court shall be available to both parties in the arbitration. The decision of the arbitrator shall be final and binding. Arbitration shall be the exclusive legal remedy of the parties. If either party refuses to comply with a ruling or decision of the arbitrator and a lawsuit is brought to enforce said ruling or decision, it is agreed that the party not complying with the ruling or decision of the arbitrator shall pay all the court costs and reasonable attorney's fees (including Trial and Appellate attorney's fees) incurred in enforcing the ruling or decision of the arbitrator. Any rights of injunctive relief shall be in addition to and not in derogation or limitation of any other legal rights.
- ENITRE AGREEMENT: This Agreement and supplemental terms and conditions or documents that may be posted on the site from time to time are hereby expressly incorporated herein by reference constitutes the entire understanding of the parties and supersedes all prior discussions, negotiations, agreements and understandings, whether oral or written, with respect to its subject matter.
- MODIFICATION: No change or modification of this Agreement shall be valid unless it is IN WRITING AND SIGNED BY ALL THE PARTIES who are bound by the terms of this Agreement.
- SEVERABILITY: If any provision of this Agreement is held invalid, unenforceable, or void by a court of competent jurisdiction, this Agreement shall be considered divisible as to such provision, and the remainder of the Agreement shall be valid and binding as though such provision were not included in this Agreement.
- VENUE AND JURISDICTION: Should a lawsuit be necessary to enforce this Agreement the parties agree that jurisdiction and venue are waived and suit shall be brought in the county of the principal office of COMPANY.
- NO-WAIVERS: The waiver by any party of any other party's breach of any provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach, and the waiver by any party to exercise any right or remedy shall not operate nor be construed as a waiver or bar to the exercise of such right or remedy upon the occurrence of any subsequent breach. No action on the part of either party to this Agreement shall be interpreted as waiver unless such action shall be in writing.
- HEADINGS: Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.
- GOVERNING LAW: This Agreement shall be governed by the laws of the State of Nevada (without regard to the laws that might be applicable under principles of conflicts of law) as to all matters, including, but not limited to, matters of validity, construction, effect and performance.
- COUNTERPARTS: This Agreement may be executed in two or more parts, each of which shall be deemed an original but all of which together shall be one and the same instrument.
- FACSIMILE COPAY: A facsimile copy of this Agreement and any signatures affixed hereto shall be considered for all purposes as original.
- INTELLECTUAL PROPERTY: McNeil Advantage reserves their right to all patent, copyright and trade secret rights in anything created or developed by McNeil Advantage for the Client. McNeil Advantage has the right to approve or deny the Client to secure any copyright, patent, or other intellectual property rights for any additional charge to The Client.
- COMPANY STATUS: McNeil Advantage is not an employee of the Client. McNeil Advantage’s employees, subcontractors, and/or agents are not the Client’s employees. McNeil Advantage and the Client agrees to the following rights consistent with McNeil Advantage relationship:
- TAXES: The Client will not:
Withhold FICA from McNeil Advantage’s payments or make FICA payments on McNeil Advantage’s behalf;
Make state or federal unemployment compensation contributions on McNeil Advantage’s behalf, or
Withhold state or federal income tax from McNeil Advantage’s payments.
- CONFIDENTIALITY: The Client also understands that any and all trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by McNeil Advantage and/or used by McNeil Advantage in connection with the operation of its business including, without limitation, McNeil Advantage’s business and product processes, methods, pupil/personnel record information, accounts and procedures are confidential at all times and shall not be discussed with anyone without written authorization from McNeil Advantage.
- POLICIES AND PROCEDURES: The Client and its employees and agents agree to abide by all the policies and procedures of McNeil Advantage.
- EXCLUSIVE AGREEMENT: This Agreement and supplemental terms and conditions or documents that may be posted on the site from time to time are hereby expressly incorporated herein by reference will constitute as the entire Agreement between McNeil Advantage and the Client. All previous agreements between the parties, if any, whether written or oral, are merged herein and superseded hereby.
- ASSIGNMENT: The Client obligations under the Professional Services Agreement may not be assigned or transferred to any other person, firm, or corporation without the prior written consent of McNeil Advantage.
- LIMITED LIABILITY: This provision allocates the risks under the Professional Services Agreement between McNeil Advantage and the Client. The Client shall remain liable for bodily injury, personal property damage, and any other damages resulting from grossly negligent or willful actions of the Client or the Client’s employees, subcontractors, and/or agents while on the Client and/or McNeil Advantage’s premises. McNeil Advantage shall not be liable for the Client lost profits, special, incidental, consequential damages, attorney’s fees. The client indemnify, defend and hold harmless of McNeil Advantage, its owners, partners, officers, directors, employees, agents, assistants, attorneys and other representatives, as well as any predecessors, successors and affiliates, from and against any and all claims, demands, causes of action, judgments, damages, losses, costs and expenses (including reasonable attorneys’ fees) arising out of or incident to, either directly or indirectly, any act or omission or breach of this Agreement by such party and gross negligence or willful misconduct.
- ATTORNEY IN FACT: McNeil Advantage has authority to speak, act, and enter into contracts on the Client behalf to ensure McNeil Advantage can substantially and effectively perform the services required. The client officially grants McNeil Advantage as their Attorney-in-fact with the power and authority to act in its name and on its behalf to execute, acknowledge and swear to in the execution, acknowledgment and filing of documents in McNeil Advantage’s good faith discretion.
- OPPORTUNITY OF COUNSEL: In the event of a controversy or dispute between the parties concerning the provisions herein, this document shall be interpreted according to the provisions herein. The parties hereto acknowledge and agree that each has been given an opportunity to independently review the Professional Services Agreement and the Terms of Service (hereinafter referred to as "Professional Services Terms and Conditions Notice" ) with legal counsel.
- SIGNATORIES: The person(s) that has approved the Service Agreement hereby declares under the penalty of perjury that he/she is authorized to agree to all contractual agreements on behalf of the Client and that all information provided is true, correct, and complete. The Client agrees that if they choose to render any type of services from McNeil Advantage any and all forms of payment automatically constitutes as an agreement to the Professional Services Agreement and the Professional Services Terms and Conditions Notice.
In addition to the fees charged the Client, a “value factor” may be added and billed to the Client. The value factor is based upon the following considerations: (i) the novelty and difficulty of the questions involved and the skill requisite to performing the requested services; (ii) the intensity of the Company's efforts; (iii) the extent to which the engagement precluded other employment; (iv) the amount involved in the matter; (v) the results obtained; (vi) the nature and length of the professional relationship with the Client.
In consideration for the services to be performed by COMPANY, the CLIENT agrees to pay COMPANY for all services rendered. The CLIENT shall pay COMPANY by automatic payment withdraw (i.e. ach, debt card, credit card, electronic wire transfer) and appropriate debit and adjustment entries upon receipt of services being rendered and billed. If the CLEINT fails to make the payment the CLEINT shall be charged with penalty and late fees. Statements that are generated to collect late fees are subject to increase each day payment is not made after non-payment. Accounts not paid within terms are subject to a monthly finance and interest charge. This authorizes the financial institution holding the Account to post all such entries.
*Promotional Rate Discounts are subject to additional terms and conditions:
- Promotional Rate Discounts are valid for a limited time only. McNeil Advantage reserves the right to modify or cancel promotional rate discounts at any time.
- The promotional rate discount applies only to qualifying services or items displaying the promotional rate discount offer page.
- The promotional rate discount offer will not be valid until it is applied to the qualifying service or item.
- The promotional rate discount may only be used on www.mcneiladvantage.com and in conjunction with the purchase of services or items offered by McNeil Advantage and not on products sold by third-party sellers.
- The promotion is limited per Client.
- Promotion may not be combinable with mail-in rebates unless otherwise written by McNeil Advantage.
- If you remove any of the services or items purchased with a promotional rate discount, the discount or value may be subtracted from the return credit.
- Applicable shipping and handling charges apply to all services and items.
- Certain add-on Items require a minimum purchase.
- Offer good while supplies last.
- Void where prohibited.
- McNeil Advantage has no obligation for payment of any tax in conjunction with the distribution or use of any promotional rate discount.
- Client is required to pay any applicable tax related to the use of the promotional rate discount.
- Promotional rate discounts are void if restricted or prohibited by law.
Last Updated: Sunday, January 1, 2023
Human Resources
THIS SERVICE AGREEMENT (hereinafter referred to as "Agreement") is made on the date submitted by and between you, whether personally or on behalf of an entity (hereinafter referred to as "CLIENT") and MCNEIL ADVANTAGE LLC, an Nevada Limited Liability Company doing business as MCNEIL ADVANTAGE with its principal place of business at 2545 Chandler Avenue, Suite: 4, Las Vegas, Nevada 89120 and its mailing address at 1230 Rosecrans Avenue, Suite: 300, Manhattan Beach, California 90266 (hereinafter referred to as "COMPANY" or "MCNEIL ADVANTAGE" or "HR ADVANTAGE"). Upon execution of this Agreement BY CLIENT, COMPANY will provide services for the CLIENT under the Terms and Conditions set forth below in this Agreement:
- SERVICES: COMPANY shall comply with all local, state and federal laws in connection with the performance of this Agreement as a provider of: Professional Human Resources ("HR") Services. A more particular description of the services to be performed are attached hereto as Exhibit “A” and made a part hereof as the “Scope of Services.” COMPANY will utilize skills and reasonable business practices, within the trade, in conjunction with the necessary procedures in order to perform all services in compliance with the law. Services shall commence upon receipt of the executed copy of this Agreement to COMPANY. COMPANY may sub-contract, sub-let or assign such portion of the services under this Agreement as it may believe advisable. COMPANY reserves the right, at any time, to stop performance of the services hereunder until such time as any past due payment, according to the payment terms of this Agreement, are brought up to date.
- DUTIES IMPOSED ON CLIENT: In addition to the above services rendered by COMPANY, during the term of this Agreement, the CLIENT shall provide COMPANY with any and all information or documents which may be necessary for COMPANY to fulfill its obligations under the terms herein. Moreover, CLIENT agrees to cooperate with COMPANY in any manner necessary, so long as it is in compliance with the laws, in order to allow COMPANY to fulfill its obligations under the term herein.
- COMPENSATION AND EXPENSES: In consideration for the services to be performed by COMPANY under this Agreement, the CLIENT shall pay compensation to COMPANY, a more particular description of which are attached hereto as Exhibit “B” and made a part hereof as the “Payment Schedule.”
- LATE PAYMENT: CLIENT shall pay to COMPANY all compensation upon execution of this Agreement or on such date(s) as agreed to by the CLIENT and COMPANY as described in Exhibit “B”. Failure of CLIENT to pay any fees after the applicable due date shall be deemed a material breach of this Agreement, justifying suspension of the performance of the services provided by COMPANY and it shall be sufficient cause for immediate termination of this Agreement by COMPANY. Any such suspension will in no way relieve CLIENT from payment of compensation, and, in the event of collection, CLIENT shall be liable for any and all costs associated with such collection, including, but not limited to, legal costs, attorneys' fees, courts costs, and collection agency fees.
- INDEPENDENT CONTRACTOR: Nothing herein shall be construed to create an employer-employee relationship between CLIENT and COMPANY. COMPANY is an independent contractor and not an employee of CLIENT or any of its subsidiaries or affiliates. The compensation set forth herein shall be the sole consideration due to COMPANY for the services rendered hereunder. It is understood that CLIENT shall not withhold any amounts for payment of taxes from the compensation of COMPANY. COMPANY shall not represent to be or hold itself out as an employee of CLIENT.
- TERM: This Agreement shall commence on the date first written and shall continue until the completion of the Scope of Services as described in Exhibit “A” or otherwise terminated pursuant to the terms of this Agreement. COMPANY has the right to terminate this Agreement in its sole discretion if CLIENT violates or proposes to violate any applicable federal or state law, rule or regulation. COMPANY may also terminate this Agreement in its sole discretion as otherwise provided in this Agreement.
- PERSONAL GUARANTEE: The undersigned individual signing on behalf of CLIENT(s) personally guarantee the payment of any and all future obligations which may be owing to COMPANY upon demand, whether or not a lawsuit is filed. The CLIENT agrees that upon the dishonor of any check for whatever reason, the undersigned CLIENT shall be jointly and severally responsible for the payment. This is a continuing personal guarantee and may be revoked only in writing by delivery to COMPANY of the revocation by certified mail return receipt requested.
- ACCEPTANCE: The undersigned CLIENT acknowledges receipt of a true copy of this Agreement and acknowledges that he, she or it has read and understands the content thereof and accepts same under the Terms and Conditions stated herein and delineated on the reverse side of this Agreement. The services specified are hereby authorized and payment will be made as outlined herein.
- LIMITATION OF LIABILITY: It is understood and agreed that COMPANY HEREBY DISCLAIMS ANY AND ALL LIABLITY AND CLIENT SHALL ASSUME ALL RESPONSIBILITY FOR OBTAINING INSURANCE TO COVER LOSSES OF ALL TYPES. COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, EXCEPT AS SPECIFICALLY STATED HEREIN. SUCH WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED. COMPANY SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY’S TOTAL LIABILITY TO CLIENT FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AMOUNT PAID BY CLIENT, IF ANY, FOR THE VALUE OF THE SERVICES PROVIDED HEREUNDER.
- INDEMNIFICATION: CLIENT shall indemnify and hold harmless COMPANY against all claims, obligations or liabilities including court costs and attorneys' fees, arising out of CLIENT's tortious or unauthorized acts, misrepresentations, omissions, failure to perform its obligations hereunder, or any acts not expressly authorized in writing, related to or beyond the scope of this Agreement.
- NON-CIRCUMVENTION: CLIENT agrees that the terms and conditions of this agreement are fully applicable and binding to itself, its officers, directors, shareholders, affiliates, subsidiaries, CLIENTs, representatives, employees, associates, assigns, trustees, heirs and/or assigns or executors, and CLIENT irrevocably binds itself not to deal independently with any person, business, corporations, partnership, buyer, sellers, borrowers, lenders, agents, brokers, institutions, including their affiliates, subsidiaries, contractors, CLIENTs, representatives, employees, associates, assigns, trustees, heirs and/or assigns, or executors or other entities introduced or known to CLIENT, without the knowledge of COMPANY, subject to all of the terms and conditions in this Agreement. CLIENT agrees not to attempt to circumvent, avoid or bypass COMPANY in any manner, regarding any agreements or disclosures made between the parties hereto.
- CONVENANT NOT TO COMPETE: The CLIENT covenants that for a period of one year from the date of execution of this Agreement except as otherwise approved in writing by COMPANY, either directly or indirectly, with or without compensation, for itself, or through, on behalf of, or in conjunction with any person, persons, partnership, corporation or other entity, CLIENT shall not employ or engage, or seek to employ or engage, any person who is at that time employed or engaged by COMPANY or otherwise directly or indirectly attempt to induce such person to leave its employment or engagement.
- TERMINATION: This Agreement may be terminated by COMPANY and COMPANY may, at its option, declare any unpaid balance and other sums payable by CLIENT hereunder immediately due and payable for any one or more of the following reasons: (a) if CLIENT fails to make payment when due; or (b) the CLIENT substantially breaches any other obligation of this Agreement.
- CANCELLATION: CLIENT may cancel services to be rendered by COMPANY with a cancellation fee by communicating such termination in writing at least 45 days prior to such time as COMPANY begins to render services pursuant to this Agreement. CLIENT expressly agrees that COMPANY shall be authorized to retain the sum of entire compensation as cancellation fee or a lesser amount at COMPANY’S sole discretion if services are canceled with less than 45 days written notice to COMPANY. Notice from the CLIENT is effective upon receipt provided that a copy of the notice is promptly given by prepaid certified mail, or COMPANY delivers a written confirmation of receipt.
- MEDIATION AND ARBITRATION: Any disputes between the parties hereto, whether arising under this agreement or otherwise, which the parties cannot resolve between themselves using good faith shall be referred to a court certified mediator of the Circuit Court in the County of the principal office of COMPANY, and any mediation shall be held in the County of the principal office of COMPANY. The CLIENT shall bear the cost of said mediation. In the event that said dispute is not resolved in mediation, the parties shall submit the dispute to a neutral arbitrator residing in the County of the principal address of COMPANY. The arbitration shall be held in the County of the principal office of COMPANY and the CLIENT shall bear the cost of said arbitration. In the event that the parties are unable to agree upon an arbitrator within 15 days of the date on which either party requests arbitration of a matter, the arbitrator shall be provided by the American Arbitration Association. The parties further agree that full discovery shall be allowed to each party to the arbitration and a written award shall be entered forthwith. Any and all types of relief that would otherwise be available in Court shall be available to both parties in the arbitration. The decision of the arbitrator shall be final and binding. Arbitration shall be the exclusive legal remedy of the parties. If either party refuses to comply with a ruling or decision of the arbitrator and a lawsuit is brought to enforce said ruling or decision, it is agreed that the party not complying with the ruling or decision of the arbitrator shall pay all the court costs and reasonable attorney's fees (including Trial and Appellate attorney's fees) incurred in enforcing the ruling or decision of the arbitrator. Any rights of injunctive relief shall be in addition to and not in derogation or limitation of any other legal rights.
- ENITRE AGREEMENT: This Agreement and supplemental terms and conditions or documents that may be posted on the site from time to time are hereby expressly incorporated herein by reference constitutes the entire understanding of the parties and supersedes all prior discussions, negotiations, agreements and understandings, whether oral or written, with respect to its subject matter.
- MODIFICATION: No change or modification of this Agreement shall be valid unless it is IN WRITING AND SIGNED BY ALL THE PARTIES who are bound by the terms of this Agreement.
- SEVERABILITY: If any provision of this Agreement is held invalid, unenforceable, or void by a court of competent jurisdiction, this Agreement shall be considered divisible as to such provision, and the remainder of the Agreement shall be valid and binding as though such provision were not included in this Agreement.
- VENUE AND JURISDICTION: Should a lawsuit be necessary to enforce this Agreement the parties agree that jurisdiction and venue are waived and suit shall be brought in the county of the principal office of COMPANY.
- NO-WAIVERS: The waiver by any party of any other party's breach of any provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach, and the waiver by any party to exercise any right or remedy shall not operate nor be construed as a waiver or bar to the exercise of such right or remedy upon the occurrence of any subsequent breach. No action on the part of either party to this Agreement shall be interpreted as waiver unless such action shall be in writing.
- HEADINGS: Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.
- GOVERNING LAW: This Agreement shall be governed by the laws of the State of Nevada (without regard to the laws that might be applicable under principles of conflicts of law) as to all matters, including, but not limited to, matters of validity, construction, effect and performance.
- COUNTERPARTS: This Agreement may be executed in two or more parts, each of which shall be deemed an original but all of which together shall be one and the same instrument.
- FACSIMILE COPAY: A facsimile copy of this Agreement and any signatures affixed hereto shall be considered for all purposes as original.
- INTELLECTUAL PROPERTY: McNeil Advantage reserves their right to all patent, copyright and trade secret rights in anything created or developed by McNeil Advantage for the Client. McNeil Advantage has the right to approve or deny the Client to secure any copyright, patent, or other intellectual property rights for any additional charge to The Client.
- COMPANY STATUS: McNeil Advantage is not an employee of the Client. McNeil Advantage’s employees, subcontractors, and/or agents are not the Client’s employees. McNeil Advantage and the Client agrees to the following rights consistent with McNeil Advantage relationship:
- TAXES: The Client will not:
Withhold FICA from McNeil Advantage’s payments or make FICA payments on McNeil Advantage’s behalf;
Make state or federal unemployment compensation contributions on McNeil Advantage’s behalf, or
Withhold state or federal income tax from McNeil Advantage’s payments.
- CONFIDENTIALITY: The Client also understands that any and all trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by McNeil Advantage and/or used by McNeil Advantage in connection with the operation of its business including, without limitation, McNeil Advantage’s business and product processes, methods, pupil/personnel record information, accounts and procedures are confidential at all times and shall not be discussed with anyone without written authorization from McNeil Advantage.
- POLICIES AND PROCEDURES: The Client and its employees and agents agree to abide by all the policies and procedures of McNeil Advantage.
- EXCLUSIVE AGREEMENT: This Agreement and supplemental terms and conditions or documents that may be posted on the site from time to time are hereby expressly incorporated herein by reference will constitute as the entire Agreement between McNeil Advantage and the Client. All previous agreements between the parties, if any, whether written or oral, are merged herein and superseded hereby.
- ASSIGNMENT: The Client obligations under the Professional Services Agreement may not be assigned or transferred to any other person, firm, or corporation without the prior written consent of McNeil Advantage.
- LIMITED LIABILITY: This provision allocates the risks under the Professional Services Agreement between McNeil Advantage and the Client. The Client shall remain liable for bodily injury, personal property damage, and any other damages resulting from grossly negligent or willful actions of the Client or the Client’s employees, subcontractors, and/or agents while on the Client and/or McNeil Advantage’s premises. McNeil Advantage shall not be liable for the Client lost profits, special, incidental, consequential damages, attorney’s fees. The client indemnify, defend and hold harmless of McNeil Advantage, its owners, partners, officers, directors, employees, agents, assistants, attorneys and other representatives, as well as any predecessors, successors and affiliates, from and against any and all claims, demands, causes of action, judgments, damages, losses, costs and expenses (including reasonable attorneys’ fees) arising out of or incident to, either directly or indirectly, any act or omission or breach of this Agreement by such party and gross negligence or willful misconduct.
- ATTORNEY IN FACT: McNeil Advantage has authority to speak, act, and enter into contracts on the Client behalf to ensure McNeil Advantage can substantially and effectively perform the services required. The client officially grants McNeil Advantage as their Attorney-in-fact with the power and authority to act in its name and on its behalf to execute, acknowledge and swear to in the execution, acknowledgment and filing of documents in McNeil Advantage’s good faith discretion.
- OPPORTUNITY OF COUNSEL: In the event of a controversy or dispute between the parties concerning the provisions herein, this document shall be interpreted according to the provisions herein. The parties hereto acknowledge and agree that each has been given an opportunity to independently review the Professional Services Agreement and the Terms of Service (hereinafter referred to as "Professional Services Terms and Conditions Notice" ) with legal counsel.
- SIGNATORIES: The person(s) that has approved the Service Agreement hereby declares under the penalty of perjury that he/she is authorized to agree to all contractual agreements on behalf of the Client and that all information provided is true, correct, and complete. The Client agrees that if they choose to render any type of services from McNeil Advantage any and all forms of payment automatically constitutes as an agreement to the Professional Services Agreement and the Professional Services Terms and Conditions Notice.
In addition to the fees charged the Client, a “value factor” may be added and billed to the Client. The value factor is based upon the following considerations: (i) the novelty and difficulty of the questions involved and the skill requisite to performing the requested services; (ii) the intensity of the Company's efforts; (iii) the extent to which the engagement precluded other employment; (iv) the amount involved in the matter; (v) the results obtained; (vi) the nature and length of the professional relationship with the Client.
In consideration for the services to be performed by COMPANY, the CLIENT agrees to pay COMPANY for all services rendered. The CLIENT shall pay COMPANY by automatic payment withdraw (i.e. ach, debt card, credit card, electronic wire transfer) and appropriate debit and adjustment entries upon receipt of services being rendered and billed. If the CLEINT fails to make the payment the CLEINT shall be charged with penalty and late fees. Statements that are generated to collect late fees are subject to increase each day payment is not made after non-payment. Accounts not paid within terms are subject to a monthly finance and interest charge. This authorizes the financial institution holding the Account to post all such entries.
*Promotional Rate Discounts are subject to additional terms and conditions:
- Promotional Rate Discounts are valid for a limited time only. McNeil Advantage reserves the right to modify or cancel promotional rate discounts at any time.
- The promotional rate discount applies only to qualifying services or items displaying the promotional rate discount offer page.
- The promotional rate discount offer will not be valid until it is applied to the qualifying service or item.
- The promotional rate discount may only be used on www.mcneiladvantage.com and in conjunction with the purchase of services or items offered by McNeil Advantage and not on products sold by third-party sellers.
- The promotion is limited per Client.
- Promotion may not be combinable with mail-in rebates unless otherwise written by McNeil Advantage.
- If you remove any of the services or items purchased with a promotional rate discount, the discount or value may be subtracted from the return credit.
- Applicable shipping and handling charges apply to all services and items.
- Certain add-on Items require a minimum purchase.
- Offer good while supplies last.
- Void where prohibited.
- McNeil Advantage has no obligation for payment of any tax in conjunction with the distribution or use of any promotional rate discount.
- Client is required to pay any applicable tax related to the use of the promotional rate discount.
- Promotional rate discounts are void if restricted or prohibited by law.
Last Updated: Sunday, January 1, 2023
Marketing
THIS SERVICE AGREEMENT (hereinafter referred to as "Agreement") is made on the date submitted by and between you, whether personally or on behalf of an entity (hereinafter referred to as "CLIENT") and MCNEIL ADVANTAGE LLC, an Nevada Limited Liability Company doing business as MCNEIL ADVANTAGE with its principal place of business at 2545 Chandler Avenue, Suite: 4, Las Vegas, Nevada 89120 and its mailing address at 1230 Rosecrans Avenue, Suite: 300, Manhattan Beach, California 90266 (hereinafter referred to as "COMPANY" or "MCNEIL ADVANTAGE" or "MARKETING ADVANTAGE"). Upon execution of this Agreement BY CLIENT, COMPANY will provide services for the CLIENT under the Terms and Conditions set forth below in this Agreement:
- SERVICES: COMPANY shall comply with all local, state and federal laws in connection with the performance of this Agreement as a provider of: Professional Business Management Consulting Services. A more particular description of the services to be performed are attached hereto as Exhibit “A” and made a part hereof as the “Scope of Services.” COMPANY will utilize skills and reasonable business practices, within the trade, in conjunction with the necessary procedures in order to perform all services in compliance with the law. Services shall commence upon receipt of the executed copy of this Agreement to COMPANY. COMPANY may sub-contract, sub-let or assign such portion of the services under this Agreement as it may believe advisable. COMPANY reserves the right, at any time, to stop performance of the services hereunder until such time as any past due payment, according to the payment terms of this Agreement, are brought up to date.
- DUTIES IMPOSED ON CLIENT: In addition to the above services rendered by COMPANY, during the term of this Agreement, the CLIENT shall provide COMPANY with any and all information or documents which may be necessary for COMPANY to fulfill its obligations under the terms herein. Moreover, CLIENT agrees to cooperate with COMPANY in any manner necessary, so long as it is in compliance with the laws, in order to allow COMPANY to fulfill its obligations under the term herein.
- COMPENSATION AND EXPENSES: In consideration for the services to be performed by COMPANY under this Agreement, the CLIENT shall pay compensation to COMPANY, a more particular description of which are attached hereto as Exhibit “B” and made a part hereof as the “Payment Schedule.”
- LATE PAYMENT: CLIENT shall pay to COMPANY all compensation upon execution of this Agreement or on such date(s) as agreed to by the CLIENT and COMPANY as described in Exhibit “B”. Failure of CLIENT to pay any fees after the applicable due date shall be deemed a material breach of this Agreement, justifying suspension of the performance of the services provided by COMPANY and it shall be sufficient cause for immediate termination of this Agreement by COMPANY. Any such suspension will in no way relieve CLIENT from payment of compensation, and, in the event of collection, CLIENT shall be liable for any and all costs associated with such collection, including, but not limited to, legal costs, attorneys' fees, courts costs, and collection agency fees.
- INDEPENDENT CONTRACTOR: Nothing herein shall be construed to create an employer-employee relationship between CLIENT and COMPANY. COMPANY is an independent contractor and not an employee of CLIENT or any of its subsidiaries or affiliates. The compensation set forth herein shall be the sole consideration due to COMPANY for the services rendered hereunder. It is understood that CLIENT shall not withhold any amounts for payment of taxes from the compensation of COMPANY. COMPANY shall not represent to be or hold itself out as an employee of CLIENT.
- TERM: This Agreement shall commence on the date first written and shall continue until the completion of the Scope of Services as described in Exhibit “A” or otherwise terminated pursuant to the terms of this Agreement. COMPANY has the right to terminate this Agreement in its sole discretion if CLIENT violates or proposes to violate any applicable federal or state law, rule or regulation. COMPANY may also terminate this Agreement in its sole discretion as otherwise provided in this Agreement.
- PERSONAL GUARANTEE: The undersigned individual signing on behalf of CLIENT(s) personally guarantee the payment of any and all future obligations which may be owing to COMPANY upon demand, whether or not a lawsuit is filed. The CLIENT agrees that upon the dishonor of any check for whatever reason, the undersigned CLIENT shall be jointly and severally responsible for the payment. This is a continuing personal guarantee and may be revoked only in writing by delivery to COMPANY of the revocation by certified mail return receipt requested.
- ACCEPTANCE: The undersigned CLIENT acknowledges receipt of a true copy of this Agreement and acknowledges that he, she or it has read and understands the content thereof and accepts same under the Terms and Conditions stated herein and delineated on the reverse side of this Agreement. The services specified are hereby authorized and payment will be made as outlined herein.
- LIMITATION OF LIABILITY: It is understood and agreed that COMPANY HEREBY DISCLAIMS ANY AND ALL LIABLITY AND CLIENT SHALL ASSUME ALL RESPONSIBILITY FOR OBTAINING INSURANCE TO COVER LOSSES OF ALL TYPES. COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, EXCEPT AS SPECIFICALLY STATED HEREIN. SUCH WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED. COMPANY SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY’S TOTAL LIABILITY TO CLIENT FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AMOUNT PAID BY CLIENT, IF ANY, FOR THE VALUE OF THE SERVICES PROVIDED HEREUNDER.
- INDEMNIFICATION: CLIENT shall indemnify and hold harmless COMPANY against all claims, obligations or liabilities including court costs and attorneys' fees, arising out of CLIENT's tortious or unauthorized acts, misrepresentations, omissions, failure to perform its obligations hereunder, or any acts not expressly authorized in writing, related to or beyond the scope of this Agreement.
- NON-CIRCUMVENTION: CLIENT agrees that the terms and conditions of this agreement are fully applicable and binding to itself, its officers, directors, shareholders, affiliates, subsidiaries, CLIENTs, representatives, employees, associates, assigns, trustees, heirs and/or assigns or executors, and CLIENT irrevocably binds itself not to deal independently with any person, business, corporations, partnership, buyer, sellers, borrowers, lenders, agents, brokers, institutions, including their affiliates, subsidiaries, contractors, CLIENTs, representatives, employees, associates, assigns, trustees, heirs and/or assigns, or executors or other entities introduced or known to CLIENT, without the knowledge of COMPANY, subject to all of the terms and conditions in this Agreement. CLIENT agrees not to attempt to circumvent, avoid or bypass COMPANY in any manner, regarding any agreements or disclosures made between the parties hereto.
- CONVENANT NOT TO COMPETE: The CLIENT covenants that for a period of one year from the date of execution of this Agreement except as otherwise approved in writing by COMPANY, either directly or indirectly, with or without compensation, for itself, or through, on behalf of, or in conjunction with any person, persons, partnership, corporation or other entity, CLIENT shall not employ or engage, or seek to employ or engage, any person who is at that time employed or engaged by COMPANY or otherwise directly or indirectly attempt to induce such person to leave its employment or engagement.
- TERMINATION: This Agreement may be terminated by COMPANY and COMPANY may, at its option, declare any unpaid balance and other sums payable by CLIENT hereunder immediately due and payable for any one or more of the following reasons: (a) if CLIENT fails to make payment when due; or (b) the CLIENT substantially breaches any other obligation of this Agreement.
- CANCELLATION: CLIENT may cancel services to be rendered by COMPANY with a cancellation fee by communicating such termination in writing at least 45 days prior to such time as COMPANY begins to render services pursuant to this Agreement. CLIENT expressly agrees that COMPANY shall be authorized to retain the sum of entire compensation as cancellation fee or a lesser amount at COMPANY’S sole discretion if services are canceled with less than 45 days written notice to COMPANY. Notice from the CLIENT is effective upon receipt provided that a copy of the notice is promptly given by prepaid certified mail, or COMPANY delivers a written confirmation of receipt.
- MEDIATION AND ARBITRATION: Any disputes between the parties hereto, whether arising under this agreement or otherwise, which the parties cannot resolve between themselves using good faith shall be referred to a court certified mediator of the Circuit Court in the County of the principal office of COMPANY, and any mediation shall be held in the County of the principal office of COMPANY. The CLIENT shall bear the cost of said mediation. In the event that said dispute is not resolved in mediation, the parties shall submit the dispute to a neutral arbitrator residing in the County of the principal address of COMPANY. The arbitration shall be held in the County of the principal office of COMPANY and the CLIENT shall bear the cost of said arbitration. In the event that the parties are unable to agree upon an arbitrator within 15 days of the date on which either party requests arbitration of a matter, the arbitrator shall be provided by the American Arbitration Association. The parties further agree that full discovery shall be allowed to each party to the arbitration and a written award shall be entered forthwith. Any and all types of relief that would otherwise be available in Court shall be available to both parties in the arbitration. The decision of the arbitrator shall be final and binding. Arbitration shall be the exclusive legal remedy of the parties. If either party refuses to comply with a ruling or decision of the arbitrator and a lawsuit is brought to enforce said ruling or decision, it is agreed that the party not complying with the ruling or decision of the arbitrator shall pay all the court costs and reasonable attorney's fees (including Trial and Appellate attorney's fees) incurred in enforcing the ruling or decision of the arbitrator. Any rights of injunctive relief shall be in addition to and not in derogation or limitation of any other legal rights.
- ENITRE AGREEMENT: This Agreement and supplemental terms and conditions or documents that may be posted on the site from time to time are hereby expressly incorporated herein by reference constitutes the entire understanding of the parties and supersedes all prior discussions, negotiations, agreements and understandings, whether oral or written, with respect to its subject matter.
- MODIFICATION: No change or modification of this Agreement shall be valid unless it is IN WRITING AND SIGNED BY ALL THE PARTIES who are bound by the terms of this Agreement.
- SEVERABILITY: If any provision of this Agreement is held invalid, unenforceable, or void by a court of competent jurisdiction, this Agreement shall be considered divisible as to such provision, and the remainder of the Agreement shall be valid and binding as though such provision were not included in this Agreement.
- VENUE AND JURISDICTION: Should a lawsuit be necessary to enforce this Agreement the parties agree that jurisdiction and venue are waived and suit shall be brought in the county of the principal office of COMPANY.
- NO-WAIVERS: The waiver by any party of any other party's breach of any provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach, and the waiver by any party to exercise any right or remedy shall not operate nor be construed as a waiver or bar to the exercise of such right or remedy upon the occurrence of any subsequent breach. No action on the part of either party to this Agreement shall be interpreted as waiver unless such action shall be in writing.
- HEADINGS: Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.
- GOVERNING LAW: This Agreement shall be governed by the laws of the State of Nevada (without regard to the laws that might be applicable under principles of conflicts of law) as to all matters, including, but not limited to, matters of validity, construction, effect and performance.
- COUNTERPARTS: This Agreement may be executed in two or more parts, each of which shall be deemed an original but all of which together shall be one and the same instrument.
- FACSIMILE COPAY: A facsimile copy of this Agreement and any signatures affixed hereto shall be considered for all purposes as original.
- INTELLECTUAL PROPERTY: McNeil Advantage reserves their right to all patent, copyright and trade secret rights in anything created or developed by McNeil Advantage for the Client. McNeil Advantage has the right to approve or deny the Client to secure any copyright, patent, or other intellectual property rights for any additional charge to The Client.
- COMPANY STATUS: McNeil Advantage is not an employee of the Client. McNeil Advantage’s employees, subcontractors, and/or agents are not the Client’s employees. McNeil Advantage and the Client agrees to the following rights consistent with McNeil Advantage relationship:
- TAXES: The Client will not:
Withhold FICA from McNeil Advantage’s payments or make FICA payments on McNeil Advantage’s behalf;
Make state or federal unemployment compensation contributions on McNeil Advantage’s behalf, or
Withhold state or federal income tax from McNeil Advantage’s payments.
- CONFIDENTIALITY: The Client also understands that any and all trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by McNeil Advantage and/or used by McNeil Advantage in connection with the operation of its business including, without limitation, McNeil Advantage’s business and product processes, methods, pupil/personnel record information, accounts and procedures are confidential at all times and shall not be discussed with anyone without written authorization from McNeil Advantage.
- POLICIES AND PROCEDURES: The Client and its employees and agents agree to abide by all the policies and procedures of McNeil Advantage.
- EXCLUSIVE AGREEMENT: This Agreement and supplemental terms and conditions or documents that may be posted on the site from time to time are hereby expressly incorporated herein by reference will constitute as the entire Agreement between McNeil Advantage and the Client. All previous agreements between the parties, if any, whether written or oral, are merged herein and superseded hereby.
- ASSIGNMENT: The Client obligations under the Professional Services Agreement may not be assigned or transferred to any other person, firm, or corporation without the prior written consent of McNeil Advantage.
- LIMITED LIABILITY: This provision allocates the risks under the Professional Services Agreement between McNeil Advantage and the Client. The Client shall remain liable for bodily injury, personal property damage, and any other damages resulting from grossly negligent or willful actions of the Client or the Client’s employees, subcontractors, and/or agents while on the Client and/or McNeil Advantage’s premises. McNeil Advantage shall not be liable for the Client lost profits, special, incidental, consequential damages, attorney’s fees. The client indemnify, defend and hold harmless of McNeil Advantage, its owners, partners, officers, directors, employees, agents, assistants, attorneys and other representatives, as well as any predecessors, successors and affiliates, from and against any and all claims, demands, causes of action, judgments, damages, losses, costs and expenses (including reasonable attorneys’ fees) arising out of or incident to, either directly or indirectly, any act or omission or breach of this Agreement by such party and gross negligence or willful misconduct.
- ATTORNEY IN FACT: McNeil Advantage has authority to speak, act, and enter into contracts on the Client behalf to ensure McNeil Advantage can substantially and effectively perform the services required. The client officially grants McNeil Advantage as their Attorney-in-fact with the power and authority to act in its name and on its behalf to execute, acknowledge and swear to in the execution, acknowledgment and filing of documents in McNeil Advantage’s good faith discretion.
- OPPORTUNITY OF COUNSEL: In the event of a controversy or dispute between the parties concerning the provisions herein, this document shall be interpreted according to the provisions herein. The parties hereto acknowledge and agree that each has been given an opportunity to independently review the Professional Services Agreement and the Terms of Service (hereinafter referred to as "Professional Services Terms and Conditions Notice" ) with legal counsel.
- SIGNATORIES: The person(s) that has approved the Service Agreement hereby declares under the penalty of perjury that he/she is authorized to agree to all contractual agreements on behalf of the Client and that all information provided is true, correct, and complete. The Client agrees that if they choose to render any type of services from McNeil Advantage any and all forms of payment automatically constitutes as an agreement to the Professional Services Agreement and the Professional Services Terms and Conditions Notice.
In addition to the fees charged the Client, a “value factor” may be added and billed to the Client. The value factor is based upon the following considerations: (i) the novelty and difficulty of the questions involved and the skill requisite to performing the requested services; (ii) the intensity of the Company's efforts; (iii) the extent to which the engagement precluded other employment; (iv) the amount involved in the matter; (v) the results obtained; (vi) the nature and length of the professional relationship with the Client.
In consideration for the services to be performed by COMPANY, the CLIENT agrees to pay COMPANY for all services rendered. The CLIENT shall pay COMPANY by automatic payment withdraw (i.e. ach, debt card, credit card, electronic wire transfer) and appropriate debit and adjustment entries upon receipt of services being rendered and billed. If the CLEINT fails to make the payment the CLEINT shall be charged with penalty and late fees. Statements that are generated to collect late fees are subject to increase each day payment is not made after non-payment. Accounts not paid within terms are subject to a monthly finance and interest charge. This authorizes the financial institution holding the Account to post all such entries.
*Promotional Rate Discounts are subject to additional terms and conditions:
- Promotional Rate Discounts are valid for a limited time only. McNeil Advantage reserves the right to modify or cancel promotional rate discounts at any time.
- The promotional rate discount applies only to qualifying services or items displaying the promotional rate discount offer page.
- The promotional rate discount offer will not be valid until it is applied to the qualifying service or item.
- The promotional rate discount may only be used on www.mcneiladvantage.com and in conjunction with the purchase of services or items offered by McNeil Advantage and not on products sold by third-party sellers.
- The promotion is limited per Client.
- Promotion may not be combinable with mail-in rebates unless otherwise written by McNeil Advantage.
- If you remove any of the services or items purchased with a promotional rate discount, the discount or value may be subtracted from the return credit.
- Applicable shipping and handling charges apply to all services and items.
- Certain add-on Items require a minimum purchase.
- Offer good while supplies last.
- Void where prohibited.
- McNeil Advantage has no obligation for payment of any tax in conjunction with the distribution or use of any promotional rate discount.
- Client is required to pay any applicable tax related to the use of the promotional rate discount.
- Promotional rate discounts are void if restricted or prohibited by law.
Last Updated: Sunday, January 1, 2023
Estate
THIS SERVICE AGREEMENT (hereinafter referred to as "Agreement") is made on the date submitted by and between you, whether personally or on behalf of an entity (hereinafter referred to as "CLIENT") and MCNEIL ADVANTAGE LLC, an Nevada Limited Liability Company doing business as MCNEIL ADVANTAGE with its principal place of business at 2545 Chandler Avenue, Suite: 4, Las Vegas, Nevada 89120 and its mailing address at 1230 Rosecrans Avenue, Suite: 300, Manhattan Beach, California 90266 (hereinafter referred to as "COMPANY" or "MCNEIL ADVANTAGE" or "ESTATE ADVANTAGE"). Upon execution of this Agreement BY CLIENT, COMPANY will provide services for the CLIENT under the Terms and Conditions set forth below in this Agreement:
- SERVICES: COMPANY shall comply with all local, state and federal laws in connection with the performance of this Agreement as a provider of: Professional Estate Services. A more particular description of the services to be performed are attached hereto as Exhibit “A” and made a part hereof as the “Scope of Services.” COMPANY will utilize skills and reasonable business practices, within the trade, in conjunction with the necessary procedures in order to perform all services in compliance with the law. Services shall commence upon receipt of the executed copy of this Agreement to COMPANY. COMPANY may sub-contract, sub-let or assign such portion of the services under this Agreement as it may believe advisable. COMPANY reserves the right, at any time, to stop performance of the services hereunder until such time as any past due payment, according to the payment terms of this Agreement, are brought up to date.
- DUTIES IMPOSED ON CLIENT: In addition to the above services rendered by COMPANY, during the term of this Agreement, the CLIENT shall provide COMPANY with any and all information or documents which may be necessary for COMPANY to fulfill its obligations under the terms herein. Moreover, CLIENT agrees to cooperate with COMPANY in any manner necessary, so long as it is in compliance with the laws, in order to allow COMPANY to fulfill its obligations under the term herein.
- COMPENSATION AND EXPENSES: In consideration for the services to be performed by COMPANY under this Agreement, the CLIENT shall pay compensation to COMPANY, a more particular description of which are attached hereto as Exhibit “B” and made a part hereof as the “Payment Schedule.”
- LATE PAYMENT: CLIENT shall pay to COMPANY all compensation upon execution of this Agreement or on such date(s) as agreed to by the CLIENT and COMPANY as described in Exhibit “B”. Failure of CLIENT to pay any fees after the applicable due date shall be deemed a material breach of this Agreement, justifying suspension of the performance of the services provided by COMPANY and it shall be sufficient cause for immediate termination of this Agreement by COMPANY. Any such suspension will in no way relieve CLIENT from payment of compensation, and, in the event of collection, CLIENT shall be liable for any and all costs associated with such collection, including, but not limited to, legal costs, attorneys' fees, courts costs, and collection agency fees.
- INDEPENDENT CONTRACTOR: Nothing herein shall be construed to create an employer-employee relationship between CLIENT and COMPANY. COMPANY is an independent contractor and not an employee of CLIENT or any of its subsidiaries or affiliates. The compensation set forth herein shall be the sole consideration due to COMPANY for the services rendered hereunder. It is understood that CLIENT shall not withhold any amounts for payment of taxes from the compensation of COMPANY. COMPANY shall not represent to be or hold itself out as an employee of CLIENT.
- TERM: This Agreement shall commence on the date first written and shall continue until the completion of the Scope of Services as described in Exhibit “A” or otherwise terminated pursuant to the terms of this Agreement. COMPANY has the right to terminate this Agreement in its sole discretion if CLIENT violates or proposes to violate any applicable federal or state law, rule or regulation. COMPANY may also terminate this Agreement in its sole discretion as otherwise provided in this Agreement.
- PERSONAL GUARANTEE: The undersigned individual signing on behalf of CLIENT(s) personally guarantee the payment of any and all future obligations which may be owing to COMPANY upon demand, whether or not a lawsuit is filed. The CLIENT agrees that upon the dishonor of any check for whatever reason, the undersigned CLIENT shall be jointly and severally responsible for the payment. This is a continuing personal guarantee and may be revoked only in writing by delivery to COMPANY of the revocation by certified mail return receipt requested.
- ACCEPTANCE: The undersigned CLIENT acknowledges receipt of a true copy of this Agreement and acknowledges that he, she or it has read and understands the content thereof and accepts same under the Terms and Conditions stated herein and delineated on the reverse side of this Agreement. The services specified are hereby authorized and payment will be made as outlined herein.
- LIMITATION OF LIABILITY: It is understood and agreed that COMPANY HEREBY DISCLAIMS ANY AND ALL LIABLITY AND CLIENT SHALL ASSUME ALL RESPONSIBILITY FOR OBTAINING INSURANCE TO COVER LOSSES OF ALL TYPES. COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, EXCEPT AS SPECIFICALLY STATED HEREIN. SUCH WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED. COMPANY SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY’S TOTAL LIABILITY TO CLIENT FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AMOUNT PAID BY CLIENT, IF ANY, FOR THE VALUE OF THE SERVICES PROVIDED HEREUNDER.
- INDEMNIFICATION: CLIENT shall indemnify and hold harmless COMPANY against all claims, obligations or liabilities including court costs and attorneys' fees, arising out of CLIENT's tortious or unauthorized acts, misrepresentations, omissions, failure to perform its obligations hereunder, or any acts not expressly authorized in writing, related to or beyond the scope of this Agreement.
- NON-CIRCUMVENTION: CLIENT agrees that the terms and conditions of this agreement are fully applicable and binding to itself, its officers, directors, shareholders, affiliates, subsidiaries, CLIENTs, representatives, employees, associates, assigns, trustees, heirs and/or assigns or executors, and CLIENT irrevocably binds itself not to deal independently with any person, business, corporations, partnership, buyer, sellers, borrowers, lenders, agents, brokers, institutions, including their affiliates, subsidiaries, contractors, CLIENTs, representatives, employees, associates, assigns, trustees, heirs and/or assigns, or executors or other entities introduced or known to CLIENT, without the knowledge of COMPANY, subject to all of the terms and conditions in this Agreement. CLIENT agrees not to attempt to circumvent, avoid or bypass COMPANY in any manner, regarding any agreements or disclosures made between the parties hereto.
- CONVENANT NOT TO COMPETE: The CLIENT covenants that for a period of one year from the date of execution of this Agreement except as otherwise approved in writing by COMPANY, either directly or indirectly, with or without compensation, for itself, or through, on behalf of, or in conjunction with any person, persons, partnership, corporation or other entity, CLIENT shall not employ or engage, or seek to employ or engage, any person who is at that time employed or engaged by COMPANY or otherwise directly or indirectly attempt to induce such person to leave its employment or engagement.
- TERMINATION: This Agreement may be terminated by COMPANY and COMPANY may, at its option, declare any unpaid balance and other sums payable by CLIENT hereunder immediately due and payable for any one or more of the following reasons: (a) if CLIENT fails to make payment when due; or (b) the CLIENT substantially breaches any other obligation of this Agreement.
- CANCELLATION: CLIENT may cancel services to be rendered by COMPANY with a cancellation fee by communicating such termination in writing at least 45 days prior to such time as COMPANY begins to render services pursuant to this Agreement. CLIENT expressly agrees that COMPANY shall be authorized to retain the sum of entire compensation as cancellation fee or a lesser amount at COMPANY’S sole discretion if services are canceled with less than 45 days written notice to COMPANY. Notice from the CLIENT is effective upon receipt provided that a copy of the notice is promptly given by prepaid certified mail, or COMPANY delivers a written confirmation of receipt.
- MEDIATION AND ARBITRATION: Any disputes between the parties hereto, whether arising under this agreement or otherwise, which the parties cannot resolve between themselves using good faith shall be referred to a court certified mediator of the Circuit Court in the County of the principal office of COMPANY, and any mediation shall be held in the County of the principal office of COMPANY. The CLIENT shall bear the cost of said mediation. In the event that said dispute is not resolved in mediation, the parties shall submit the dispute to a neutral arbitrator residing in the County of the principal address of COMPANY. The arbitration shall be held in the County of the principal office of COMPANY and the CLIENT shall bear the cost of said arbitration. In the event that the parties are unable to agree upon an arbitrator within 15 days of the date on which either party requests arbitration of a matter, the arbitrator shall be provided by the American Arbitration Association. The parties further agree that full discovery shall be allowed to each party to the arbitration and a written award shall be entered forthwith. Any and all types of relief that would otherwise be available in Court shall be available to both parties in the arbitration. The decision of the arbitrator shall be final and binding. Arbitration shall be the exclusive legal remedy of the parties. If either party refuses to comply with a ruling or decision of the arbitrator and a lawsuit is brought to enforce said ruling or decision, it is agreed that the party not complying with the ruling or decision of the arbitrator shall pay all the court costs and reasonable attorney's fees (including Trial and Appellate attorney's fees) incurred in enforcing the ruling or decision of the arbitrator. Any rights of injunctive relief shall be in addition to and not in derogation or limitation of any other legal rights.
- ENITRE AGREEMENT: This Agreement and supplemental terms and conditions or documents that may be posted on the site from time to time are hereby expressly incorporated herein by reference constitutes the entire understanding of the parties and supersedes all prior discussions, negotiations, agreements and understandings, whether oral or written, with respect to its subject matter.
- MODIFICATION: No change or modification of this Agreement shall be valid unless it is IN WRITING AND SIGNED BY ALL THE PARTIES who are bound by the terms of this Agreement.
- SEVERABILITY: If any provision of this Agreement is held invalid, unenforceable, or void by a court of competent jurisdiction, this Agreement shall be considered divisible as to such provision, and the remainder of the Agreement shall be valid and binding as though such provision were not included in this Agreement.
- VENUE AND JURISDICTION: Should a lawsuit be necessary to enforce this Agreement the parties agree that jurisdiction and venue are waived and suit shall be brought in the county of the principal office of COMPANY.
- NO-WAIVERS: The waiver by any party of any other party's breach of any provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach, and the waiver by any party to exercise any right or remedy shall not operate nor be construed as a waiver or bar to the exercise of such right or remedy upon the occurrence of any subsequent breach. No action on the part of either party to this Agreement shall be interpreted as waiver unless such action shall be in writing.
- HEADINGS: Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.
- GOVERNING LAW: This Agreement shall be governed by the laws of the State of Nevada (without regard to the laws that might be applicable under principles of conflicts of law) as to all matters, including, but not limited to, matters of validity, construction, effect and performance.
- COUNTERPARTS: This Agreement may be executed in two or more parts, each of which shall be deemed an original but all of which together shall be one and the same instrument.
- FACSIMILE COPAY: A facsimile copy of this Agreement and any signatures affixed hereto shall be considered for all purposes as original.
- INTELLECTUAL PROPERTY: McNeil Advantage reserves their right to all patent, copyright and trade secret rights in anything created or developed by McNeil Advantage for the Client. McNeil Advantage has the right to approve or deny the Client to secure any copyright, patent, or other intellectual property rights for any additional charge to The Client.
- COMPANY STATUS: McNeil Advantage is not an employee of the Client. McNeil Advantage’s employees, subcontractors, and/or agents are not the Client’s employees. McNeil Advantage and the Client agrees to the following rights consistent with McNeil Advantage relationship:
- TAXES: The Client will not:
Withhold FICA from McNeil Advantage’s payments or make FICA payments on McNeil Advantage’s behalf;
Make state or federal unemployment compensation contributions on McNeil Advantage’s behalf, or
Withhold state or federal income tax from McNeil Advantage’s payments.
- CONFIDENTIALITY: The Client also understands that any and all trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by McNeil Advantage and/or used by McNeil Advantage in connection with the operation of its business including, without limitation, McNeil Advantage’s business and product processes, methods, pupil/personnel record information, accounts and procedures are confidential at all times and shall not be discussed with anyone without written authorization from McNeil Advantage.
- POLICIES AND PROCEDURES: The Client and its employees and agents agree to abide by all the policies and procedures of McNeil Advantage.
- EXCLUSIVE AGREEMENT: This Agreement and supplemental terms and conditions or documents that may be posted on the site from time to time are hereby expressly incorporated herein by reference will constitute as the entire Agreement between McNeil Advantage and the Client. All previous agreements between the parties, if any, whether written or oral, are merged herein and superseded hereby.
- ASSIGNMENT: The Client obligations under the Professional Services Agreement may not be assigned or transferred to any other person, firm, or corporation without the prior written consent of McNeil Advantage.
- LIMITED LIABILITY: This provision allocates the risks under the Professional Services Agreement between McNeil Advantage and the Client. The Client shall remain liable for bodily injury, personal property damage, and any other damages resulting from grossly negligent or willful actions of the Client or the Client’s employees, subcontractors, and/or agents while on the Client and/or McNeil Advantage’s premises. McNeil Advantage shall not be liable for the Client lost profits, special, incidental, consequential damages, attorney’s fees. The client indemnify, defend and hold harmless of McNeil Advantage, its owners, partners, officers, directors, employees, agents, assistants, attorneys and other representatives, as well as any predecessors, successors and affiliates, from and against any and all claims, demands, causes of action, judgments, damages, losses, costs and expenses (including reasonable attorneys’ fees) arising out of or incident to, either directly or indirectly, any act or omission or breach of this Agreement by such party and gross negligence or willful misconduct.
- ATTORNEY IN FACT: McNeil Advantage has authority to speak, act, and enter into contracts on the Client behalf to ensure McNeil Advantage can substantially and effectively perform the services required. The client officially grants McNeil Advantage as their Attorney-in-fact with the power and authority to act in its name and on its behalf to execute, acknowledge and swear to in the execution, acknowledgment and filing of documents in McNeil Advantage’s good faith discretion.
- OPPORTUNITY OF COUNSEL: In the event of a controversy or dispute between the parties concerning the provisions herein, this document shall be interpreted according to the provisions herein. The parties hereto acknowledge and agree that each has been given an opportunity to independently review the Professional Services Agreement and the Terms of Service (hereinafter referred to as "Professional Services Terms and Conditions Notice" ) with legal counsel.
- SIGNATORIES: The person(s) that has approved the Service Agreement hereby declares under the penalty of perjury that he/she is authorized to agree to all contractual agreements on behalf of the Client and that all information provided is true, correct, and complete. The Client agrees that if they choose to render any type of services from McNeil Advantage any and all forms of payment automatically constitutes as an agreement to the Professional Services Agreement and the Professional Services Terms and Conditions Notice.
In addition to the fees charged the Client, a “value factor” may be added and billed to the Client. The value factor is based upon the following considerations: (i) the novelty and difficulty of the questions involved and the skill requisite to performing the requested services; (ii) the intensity of the Company's efforts; (iii) the extent to which the engagement precluded other employment; (iv) the amount involved in the matter; (v) the results obtained; (vi) the nature and length of the professional relationship with the Client.
In consideration for the services to be performed by COMPANY, the CLIENT agrees to pay COMPANY for all services rendered. The CLIENT shall pay COMPANY by automatic payment withdraw (i.e. ach, debt card, credit card, electronic wire transfer) and appropriate debit and adjustment entries upon receipt of services being rendered and billed. If the CLEINT fails to make the payment the CLEINT shall be charged with penalty and late fees. Statements that are generated to collect late fees are subject to increase each day payment is not made after non-payment. Accounts not paid within terms are subject to a monthly finance and interest charge. This authorizes the financial institution holding the Account to post all such entries.
*Promotional Rate Discounts are subject to additional terms and conditions:
- Promotional Rate Discounts are valid for a limited time only. McNeil Advantage reserves the right to modify or cancel promotional rate discounts at any time.
- The promotional rate discount applies only to qualifying services or items displaying the promotional rate discount offer page.
- The promotional rate discount offer will not be valid until it is applied to the qualifying service or item.
- The promotional rate discount may only be used on www.mcneiladvantage.com and in conjunction with the purchase of services or items offered by McNeil Advantage and not on products sold by third-party sellers.
- The promotion is limited per Client.
- Promotion may not be combinable with mail-in rebates unless otherwise written by McNeil Advantage.
- If you remove any of the services or items purchased with a promotional rate discount, the discount or value may be subtracted from the return credit.
- Applicable shipping and handling charges apply to all services and items.
- Certain add-on Items require a minimum purchase.
- Offer good while supplies last.
- Void where prohibited.
- McNeil Advantage has no obligation for payment of any tax in conjunction with the distribution or use of any promotional rate discount.
- Client is required to pay any applicable tax related to the use of the promotional rate discount.
- Promotional rate discounts are void if restricted or prohibited by law.
Last Updated: Sunday, January 1, 2023