Terms of Service

Last updated: February 20, 2025

These Terms of Service ("Terms") are a legal agreement between you ("you" or "Client") and Compute LLC ("Compute," "we," "us," or "our"), a professional services company providing cloud migrations, backup and disaster recovery, web and SaaS solutions, and AI automation. By accessing or using our website at computellc.com (the "Site"), you agree to these Terms.

1. Scope and Precedence

These Terms govern your use of the Site and related communications. Professional services engagements are governed by separate written agreements, including master service agreements ("MSA"), statements of work ("SOW"), and order forms. In the event of any conflict between these Terms and a signed MSA, SOW, or order form, the signed agreement shall control for the applicable services.

2. Services and Deliverables

Scope, deliverables, timelines, acceptance criteria, and service levels are defined in applicable project documents. Client responsibilities, dependencies, and approvals may affect delivery schedules. Compute reserves the right to adjust timelines when such factors impact performance.

3. Fees and Payment

Fees, payment terms, expenses, and taxes are defined in your agreement or invoice. Unless otherwise stated in writing, invoices are due according to the terms shown on the invoice. Overdue amounts may be subject to reasonable collection efforts and permitted fees as specified in the applicable agreement.

4. Intellectual Property

Each party retains ownership of its pre-existing intellectual property. Ownership or licensing of project-specific deliverables, work product, and third-party materials is governed by the applicable MSA or SOW.

5. Confidentiality

Both parties agree to protect confidential information disclosed during an engagement and to use it only for authorized business purposes, subject to contractual and legal obligations.

6. Acceptable Use

You agree not to misuse, disrupt, reverse engineer, or attempt unauthorized access to the Site, our systems, or services connected thereto. Violation may result in immediate termination of access and pursuit of available remedies.

7. Third-Party Services

Our services may involve third-party platforms, software, or cloud providers. Such products and services are governed by their respective terms, policies, and service commitments. Compute is not responsible for third-party performance or availability.

8. Warranty Disclaimer

Except as expressly stated in a signed agreement, the Site and related content are provided "as is" and "as available," without warranties of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

9. Limitation of Liability

To the maximum extent permitted by applicable law, Compute shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, data, or business opportunity, even if advised of the possibility of such damages. In no event shall Compute's aggregate liability exceed the fees paid by you for the applicable services in the twelve (12) months preceding the claim.

10. Indemnification

You agree to indemnify, defend, and hold harmless Compute and its officers, directors, employees, and agents from and against any claims, damages, losses, or expenses arising from your misuse of the Site, violation of these Terms, or infringement of third-party rights.

11. Termination

Either party may discontinue use of the Site at any time. Termination rights and obligations for paid services are governed by the applicable agreement.

12. Governing Law and Venue

These Terms shall be governed by the laws of the United States and, where applicable, the state identified in your signed services agreement. Any disputes shall be resolved in the venue specified in such agreement or, if none, in a court of competent jurisdiction.

13. Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

14. Modifications

Compute may update these Terms from time to time. Material changes will be reflected by updating the "Last updated" date. Continued use of the Site after such updates constitutes acceptance of the revised Terms.

15. Contact

For questions regarding these Terms, contact Compute at:

Email: info@computellc.com

For service-specific terms, refer to your signed agreement, statement of work, and order documents.