By using our services, you agree that:

  • Andrew Tran operates a managed distributed office as a sole proprietor. “Tran Prometheus” is a brand name, not a separate legal entity. Real-estate brokerage work (if any) is performed separately under CA DRE #02163102 with separate brokerage agreements.
  • All design/CAD/render outputs are conceptual only unless you separately engage a licensed professional of record.
  • If we introduce a licensed professional, you will engage them directly and pay us a Licensed-Professional Coordination Fee set in your Work Order.
  • You authorize us (when you opt in) to provide remote device support via tools like AnyDesk for administrative/technical tasks; we will follow security steps and your written scope.
  • You will use secure credential sharing (for example, a password manager).
  • IP in paid Deliverables transfers to you when you pay in full (we keep our tools/SOPs).
  • If there is a problem with a specific Task, your sole remedy is a refund of what you paid for that Task only. No indirect or consequential damages.
  • You will not circumvent us or our team for 24 months after an introduction using our confidential introductions; if you do, a Referral/Platform Fee applies.
  • Disputes go to binding arbitration in Los Angeles, CA (no class actions).
  • You consent to e-signatures and electronic notices.

Full Terms

Legal Status & Parties

Important Legal Status Notice. These Terms are with Andrew Tran, a sole proprietor (“Andrew Tran,” “we,” “us”). “Tran Prometheus” is a brand name used by Andrew Tran and is not a separate legal entity or DBA.

  • Effective Date: [auto-fill on publish]
  • Parties: You are the business client (“Client”). These Terms apply to business users only.

Services & Role

We provide managed distributed-office services (coordination, admin, web/tech, interior concepting, events/travel). We may use independent subcontractors. We remain your single point of contact and manage delivery under each Work Order or Task.

No Licensed Professional Services. We do not provide services requiring a professional license outside of real-estate brokerage. Examples we do not provide: architectural/engineering “for permit,” structural/MEP calculations, legal/tax/medical advice. If a licensed professional is required, you engage them separately as professional of record.

Real-Estate Services. Any real-estate services by Andrew Tran are performed under California DRE #02163102 and governed by separate brokerage agreements (not these Terms).

1. Service Details

1A) Third-Party Account Support & Authorized Contact

At your written direction, we may act as your designated representative and authorized administrative contact with your third-party providers (for example, tickets, scheduling, plan/billing inquiries, credential resets, submitting your approved forms). We do not provide legal advice and do not act as attorney-of-record or professional-of-record.

1B) Licensed-Professional Introductions & Coordination Fees

At your request, we may source and introduce licensed professionals (for example, architects, engineers, attorneys, CPAs, medical providers). You will engage and contract directly with any such licensed professional as the professional of record; we are not the professional of record and do not perform licensed services.

To compensate us for sourcing, vetting, scoping, coordination, and QA liaison, you agree to pay a Licensed-Professional Coordination Fee as specified in the applicable Work Order (for example, a fixed fee, monthly retainer, or a percentage of the licensed professional’s invoiced amounts, payable by Client to Andrew). This fee: (i) is for administrative/coordination value, (ii) is not contingent on outcomes, and (iii) is not a fee split with the licensed professional. Legal matters: if the licensed professional is an attorney, the Coordination Fee will be a fixed or time-based administrative fee billed by Andrew to Client and will not be based on or paid from legal fees. Real-estate: any compensation connected to real-estate brokerage is governed by separate brokerage agreements and applicable law.

1C) Remote Device Access & Management (AnyDesk, etc.)

With your express authorization in a Work Order or written instruction, we may deploy and use remote-access tools (for example, AnyDesk) to perform administrative and technical tasks on your devices/accounts.

a. Scope of permitted actions. Installing/updating software; adjusting system/app settings; credential resets; log collection; backups to locations you specify; device onboarding; basic diagnostics; and other actions you expressly authorize in writing.

b. Security and preconditions. Before sessions, you agree to (i) close or move unrelated confidential materials off-screen, (ii) back up critical data, and (iii) provide access only via secure means (password manager or vendor-issued access). We will use unique credentials and enable MFA where possible.

c. Session control. You may view and revoke access at any time. We will not enable unattended access unless a Work Order expressly authorizes it with scope, duration, devices, and revocation method.

d. Logs and audit. We will maintain a reasonable activity log (time window, device/host, operator, high-level actions). Recording a session requires your explicit consent.

e. Data handling. We do not intentionally collect or store unrelated personal data displayed during sessions. Do not request us to handle regulated data unless the parties execute a separate Data Processing Addendum and, if applicable, a BAA.

f. Risks and client responsibilities. Remote changes carry inherent risks (for example, app conflicts, vendor outages, data loss). You are responsible for maintaining current backups and valid software licenses.

g. Third-party terms. Remote support may require acceptance of third-party tool terms and OS policies; you agree those relationships are between you and such providers.

h. Limits. The Task-only refund remedy (Section 11) applies to remote support. We are not liable for vendor outages, pre-existing device issues, or loss arising from your failure to maintain backups.

2. Conceptual-Only Outputs

Unless your Work Order names a licensed professional of record (not affiliated with us), all drawings, CAD files, renderings, and similar outputs are conceptual and not for permitting, construction, life-safety, or code-compliance reliance. You agree not to use them for those purposes.

3. Definitions

  • Business Day: Monday–Friday, excluding U.S. federal holidays. All times are Pacific Time unless the applicable Work Order states otherwise.
  • Essential Request: A written request from Andrew that is necessary for work to continue on a Task or milestone (for example: approvals; design choices; files/assets; access/credentials; scheduling confirmations; payment confirmations; licensed-professional details).
  • Timely Response: Client’s written response to an Essential Request within 24 hours of delivery; if the Essential Request is delivered on a weekend or U.S. federal holiday, within 36 hours.
  • Standstill Delay: A period where Andrew cannot proceed because Client has not provided a Timely Response to an Essential Request for five consecutive Business Days.
  • Time-Sensitive Factors: External conditions that may change with time (for example, vendor pricing or availability, shipping lead times, third-party policies, seasonality, weather conditions affecting on-site/event work).
  • Task: a discrete unit of work with its own scope, fee, and acceptance criteria.
  • Work Order (WO): a short order describing scope, deliverables, milestones, and pricing (may contain multiple Tasks).
  • Deliverables: the files or outcomes listed in a WO/Task.
  • Licensed Professional: a third-party professional engaged by Client as professional of record (for example, architect, engineer, attorney, CPA, physician).
  • Licensed-Professional Coordination Fee: the fee payable by Client to Andrew for sourcing/introducing/coordinating with a Licensed Professional, as set in the Work Order.
  • Remote Support Tools: software enabling remote access/control (for example, AnyDesk) used by us or our associates with Client authorization.
  • Introductions Ledger: our internal record of Clients and contractors we first introduce.
  • Existing Relationship: a bona-fide, pre-existing working relationship between Client and an introduced individual/company that predated Andrew’s introduction (for example, prior paid engagement or documented active communications for materially similar services).
  • Existing Relationship Notice: Client’s written notice to Andrew within 72 hours of the introduction stating that an Existing Relationship already exists with the introduced party, including (i) the duration/timeframe and (ii) the nature/scope of prior work, with reasonable supporting detail. Notice may be emailed or sent by postal mail.

4. Client Duties

Provide timely inputs, approvals, access, accurate data; designate any required licensed professional; maintain backups; and use secure credential sharing. Do not request unlawful or unsafe work.

Timely Responses; Delays. Client will provide Timely Responses to Essential Requests. If Client does not respond timely, Andrew may reallocate production capacity and pause affected work until Client responds. Any Standstill Delay may require rescheduling and can affect delivery dates and costs.

5. Fees, Billing, Changes

Fees, milestones, and expenses are set in each WO/Task. We may pause work for late/non-payment. Material scope changes require a written change order.

5A) Delay, Rescheduling and Restart Costs

If a Standstill Delay occurs, Andrew may (i) issue a Change Order to adjust timelines and pricing, (ii) charge standby/rescheduling or restart fees, and/or (iii) reprice portions of the scope impacted by Time-Sensitive Factors (for example, vendor quotes expiring, rush/expedite fees, or weather-driven re-work). Andrew will notify Client in writing before such charges apply. Client acknowledges that delays can increase costs and may require partial re-work.

6. IP Ownership

Upon full payment of the applicable Task, you receive ownership of the Deliverables identified for that Task. We retain all rights in our pre-existing IP, tools, SOPs, prompts, templates, and methods (“Platform IP”). Where Platform IP is embedded in Deliverables, we grant you a non-exclusive, perpetual license to use it as reasonably necessary to use the Deliverables.

7. Confidentiality & Data Security

Mutual confidentiality. We apply reasonable administrative, technical, and physical safeguards. You agree to avoid plaintext credentials and to use a password manager.

Duration: confidentiality for trade secrets lasts indefinitely; other confidential information lasts 10 years after disclosure.

8. Portfolio Use

We will only showcase your non-confidential work with your written consent, which will not be unreasonably withheld for anonymized or already-public materials.

9. Non-Circumvention & Conversion Fee (CA-savvy)

For 24 months after we introduce you to our personnel or independent contractors, you agree not to bypass us for materially similar work using our confidential introductions.

Carve-outs. The non-circumvention obligation does not apply to Existing Relationships if Client provides an Existing Relationship Notice within 72 hours of our introduction. If Client does not provide timely notice, the carve-out does not apply, and direct contracting with the introduced party may trigger the Referral/Platform Fee, to the extent permitted by law. Public/general solicitations not using our confidential information remain excluded.

If you nonetheless contract directly, you will pay a Referral/Platform Fee equal to 25% of amounts paid to that person for 12 months or 25,000 USD — whichever is greater.

If you directly hire anyone assigned to your account within 24 months of their last work on your account, you will pay a Conversion Fee equal to 40% of first-year compensation or the last 12 months of fees for that individual, whichever is higher.

These provisions do not prohibit hiring; they compensate curation/recruiting value and protect confidential deal flow. They apply only to the extent permitted by applicable law.

10. Warranties & Disclaimers

Except as expressly stated in a WO, the site and services are provided “as is” without warranties of merchantability, fitness, non-infringement, or error-free operation.

11. Limits & Exclusive Remedy (Task-only)

If something goes wrong with a specific Task, your sole and exclusive remedy is a refund of the fees you paid for that Task only.

  • No refunds for prior accepted Tasks or separate Tasks.
  • Third-party pass-through costs (for example, software seats, printing, shipping) are not refundable.
  • We are not liable for any indirect, incidental, special, punitive, or consequential damages, lost profits, or loss of goodwill.
  • Our total liability for any claim relating to a Task is capped at the fees you paid for that Task. Multiple claims do not expand the cap.
  • Nothing in this Section limits liability that cannot be excluded under applicable law (for example, fraud or willful misconduct).

12. Indemnities

Client indemnity: You will indemnify us for claims arising from your instructions, content, unlawful requests, or failure to obtain licensed review or maintain backups.

Our limited IP indemnity: We will indemnify you for third-party IP infringement caused by our original work in a Task, excluding your materials or your instructions. Our liability remains capped as above.

13. Dispute Resolution; Governing Law

These Terms are governed by California law and the Federal Arbitration Act. Any dispute is resolved by binding arbitration with JAMS in Los Angeles County, CA, before a single arbitrator. No class or representative actions. Either party may seek injunctive relief for confidentiality/IP misuse. You may opt out of arbitration by emailing andrew@tranprometheus.com within 30 days of first acceptance. Either party may file in small-claims court for eligible disputes.

14. Termination

Either party may end a WO/Task for convenience (fees due for work performed to date) or for cause with notice and a reasonable cure period. Sections intended to survive (confidentiality, IP, non-circumvention fees, limits of liability, dispute resolution) survive termination. You agree to remove our remote-access permissions and uninstall Remote Support Tools upon termination or request.

15. Electronic Communications & E-Sign

You consent to transact electronically, accept e-signatures, and receive notices by email or through the site.

16. Third-Party Tools

We may use third-party tools (for example, storage, password managers, remote access). Their separate terms may apply; we are not responsible for those providers.

17. Changes to These Terms

We may update these Terms. Material changes apply prospectively and will be posted with a new Effective Date. Your continued use constitutes acceptance.

Contact: andrew@tranprometheus.com | shubham@tranprometheus.com