Terms of Service

These Terms of Service (“Terms”) govern your use of services provided by Compustores Manage IT Services (“Compustores,” “we,” “us,” or “our”) to you, the Client (“Client,” “you,” or “your”). By engaging our services, you agree to these Terms in their entirety. If you are accepting on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind your employer or such entity to these Terms.

2.1 Service Description

Compustores provides managed information technology services (“Services”) that may include, but are not limited to:

• IT infrastructure monitoring and management
• Network security and administration
• Cloud services management
• Data backup and disaster recovery
• Help desk and technical support
• Software licensing management
• Hardware procurement and maintenance
• IT strategy and consulting
• Cybersecurity services
• Compliance management

2.2 Service Level Agreement (SLA)

Our specific commitments regarding response times, resolution times, system availability, and other service metrics are detailed in your Service Level Agreement (SLA), which is incorporated by reference into these Terms.

2.3 Service Modifications

Compustores reserves the right to modify, suspend, or discontinue any part of the Services upon notice to you. For material changes, we will provide at least thirty (30) days’ notice when practicable.

3.1 Cooperation

You agree to provide timely and reasonable cooperation, including:

• Providing accurate and complete information necessary for service delivery
• Ensuring Compustores has appropriate access to systems, networks, facilities, and personnel
• Promptly responding to requests for approvals, information, or decisions
• Maintaining current and legal licenses for all software used in your environment

3.2 Acceptable Use

You agree to use the Services in compliance with all applicable laws and regulations. Prohibited activities include:

• Attempting to gain unauthorized access to systems or accounts
• Introducing malicious code into networks or systems
• Using Services to engage in illegal activities
• Excessive use of resources that disrupts service to other clients
• Sharing access credentials with unauthorized parties

3.3 Equipment and Infrastructure

Unless otherwise specified in your service agreement:

• You are responsible for providing adequate physical facilities, power, and network connectivity
• You are responsible for maintaining any Client-owned equipment
• You must follow Compustores’ recommended specifications for any systems connecting to our Services

4.1 Service Fees

You agree to pay all fees specified in your service agreement. Unless otherwise stated:

• Recurring fees are billed monthly in advance
• Project-based work is billed according to the payment schedule in your statement of work
• Additional services beyond the scope of your agreement will be billed at our then-current rates

4.2 Payment Terms

• Invoices are due within thirty (30) days of the invoice date
• Late payments may incur interest at 1.5% per month or the maximum rate permitted by law
• Compustores reserves the right to suspend Services for accounts over sixty (60) days past due
• You are responsible for all taxes except those based on Compustores’ income

4.3 Fee Changes

Compustores may change service fees upon sixty (60) days’ written notice before the next billing cycle. For ongoing contracts with fixed terms, fee changes will generally only occur at renewal unless otherwise specified in your service agreement.

5.1 Term

The initial term of service is specified in your service agreement. Unless otherwise stated, agreements will automatically renew for successive periods equal to the initial term unless either party provides written notice of non-renewal at least sixty (60) days before the end of the current term.

5.2 Termination for Convenience

Either party may terminate the agreement for convenience with ninety (90) days’ written notice, unless otherwise specified in your service agreement.

5.3 Termination for Cause

Either party may terminate the agreement for cause if the other party:

• Materially breaches the agreement and fails to cure such breach within thirty (30) days of written notice
• Becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy proceedings

5.4 Effect of Termination

Upon termination:

• All outstanding fees become immediately due and payable
• Compustores will assist in the orderly transition of services to you or your designated provider for a reasonable fee
• You must return or certify the destruction of all Compustores’ confidential information
• Sections on confidentiality, limitation of liability, indemnification, and payment obligations survive termination

6.1 Compustores IP

Compustores retains all right, title, and interest in its pre-existing intellectual property, including software, tools, methodologies, documentation, and know-how. Compustores grants you a non-exclusive, non-transferable license to use such intellectual property solely for your internal business purposes during the term of the agreement.

6.2 Client IP

You retain all right, title, and interest in your pre-existing intellectual property. You grant Compustores a non-exclusive, non-transferable license to use such intellectual property solely to provide the Services during the term of the agreement.

6.3 Developed IP

Unless otherwise specified in your service agreement:

• Compustores will own all intellectual property in its tools, scripts, and processes developed during service delivery
• You will own all intellectual property in your data and custom deliverables specifically commissioned for your sole use

7.1 Definition

“Confidential Information” means all non-public information disclosed by one party to the other, including but not limited to business plans, customer data, financial information, technical information, and the terms of your service agreement.

7.2 Obligations

Each party agrees to:

• Use the other party’s Confidential Information only to perform obligations under the agreement
• Protect Confidential Information using at least the same measures used for its own confidential information, but no less than reasonable care
• Limit access to Confidential Information to personnel with a need to know
• Not disclose Confidential Information to any third party without prior written consent

7.3 Exclusions

Confidentiality obligations do not apply to information that:

• Was rightfully known before disclosure
• Becomes publicly available through no fault of the receiving party
• Is independently developed without use of Confidential Information
• Is required to be disclosed by law or government authority

7.4 Duration

Confidentiality obligations continue for three (3) years after the termination of the agreement, except for trade secrets and personal data, which shall be maintained as confidential for as long as they remain protected under applicable law.

8.1 Data Protection

Compustores will implement and maintain reasonable technical, administrative, and physical safeguards to protect Client data in accordance with industry standards and applicable laws.

8.2 Security Incident Response

In the event of a security breach affecting Client data, Compustores will:

• Notify you promptly after becoming aware of the breach
• Investigate the breach and provide reasonable information about the impact
• Take steps to mitigate harm and prevent future similar incidents

8.3 Data Processing

Compustores will process Client data only as necessary to provide the Services and in accordance with your instructions. The parties agree to comply with all applicable data protection laws, including GDPR, CCPA, and other privacy regulations as applicable.

8.4 Data Backup and Recovery

Unless otherwise specified in your service agreement:

• Compustores will perform regular backups of systems and data within the scope of our Services
• Recovery time objectives (RTO) and recovery point objectives (RPO) are as specified in your SLA
• You remain responsible for ensuring the accuracy and completeness of your data

9.1 Service Warranty

Compustores warrants that:

• Services will be performed in a professional and workmanlike manner
• Services will materially conform to the specifications in the service agreement and SLA
• Personnel providing Services will have appropriate skills and qualifications

9.2 Mutual Warranties

Each party warrants that:

• It has the legal power and authority to enter into the agreement
• It will comply with all laws applicable to its performance under the agreement

9.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPUSTORES SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

9.4 Third-Party Products and Services

Compustores makes no warranties regarding third-party products or services. Any third-party warranties are passed through to you to the extent permissible.

10.1 Exclusion of Indirect Damages

NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE AGREEMENT, INCLUDING LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF REPLACEMENT SERVICES, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Liability Cap

EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO COMPUSTORES DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10.3 Excluded Claims

The limitations in Sections 10.1 and 10.2 do not apply to:

• Breaches of confidentiality obligations
• Indemnification obligations
• Intellectual property infringement
• Client’s payment obligations
• Claims arising from gross negligence, willful misconduct, or fraud

11.1 Compustores Indemnification

Compustores will defend, indemnify, and hold you harmless from and against any third-party claims, damages, and expenses (including reasonable attorneys’ fees) arising from allegations that the Services, as provided by Compustores, infringe any third party’s intellectual property rights.

11.2 Client Indemnification

You will defend, indemnify, and hold Compustores harmless from and against any third-party claims, damages, and expenses (including reasonable attorneys’ fees) arising from:

• Your use of the Services in violation of these Terms or applicable law
• Client data or materials provided to Compustores
• Client’s breach of its obligations under the agreement

11.3 Indemnification Procedure

The indemnified party must:

• Promptly notify the indemnifying party in writing of any claim
• Give the indemnifying party sole control of the defense and settlement
• Provide reasonable assistance as requested by the indemnifying party

11.4 Infringement Remedies

If the Services become, or are likely to become, the subject of an infringement claim, Compustores may, at its option and expense:

• Obtain the right for you to continue using the Services
• Modify or replace the Services to make them non-infringing
• Terminate the infringing Services and refund any prepaid, unused fees

12.1 Compustores Insurance

Compustores will maintain, at its expense, insurance coverage appropriate for its business and the Services provided, including:

• Commercial general liability insurance
• Professional liability/errors and omissions insurance
• Cyber liability insurance
• Workers’ compensation insurance

12.2 Client Insurance

You agree to maintain insurance coverage appropriate for your business, including property insurance for your equipment and facilities.

12.1 Compustores Insurance

Compustores will maintain, at its expense, insurance coverage appropriate for its business and the Services provided, including:

• Commercial general liability insurance
• Professional liability/errors and omissions insurance
• Cyber liability insurance
• Workers’ compensation insurance

12.2 Client Insurance

You agree to maintain insurance coverage appropriate for your business, including property insurance for your equipment and facilities.

13.1 Informal Resolution

The parties will attempt to resolve disputes informally through good faith negotiations between authorized representatives before pursuing other remedies.

13.2 Mediation

If negotiations do not resolve the dispute within thirty (30) days, either party may initiate non-binding mediation with a mutually agreed mediator. Each party will bear its own costs and will share equally in the mediator’s fees.

13.3 Arbitration

If mediation does not resolve the dispute within sixty (60) days of the mediation request, the dispute will be resolved by binding arbitration in accordance with the rules of the American Arbitration Association (AAA). The arbitration will take place in [Jurisdiction], and judgment on the award may be entered in any court of competent jurisdiction.

13.4 Exceptions

Either party may seek injunctive relief in any court of competent jurisdiction to prevent imminent harm or preserve the status quo pending resolution of the dispute.

14.1 Governing Law

The agreement will be governed by and construed in accordance with the laws of [State/Province and Country], without regard to its conflict of laws principles.

14.2 Force Majeure

Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, war, pandemic, government action, labor conditions, power failures, or Internet disturbances.

14.3 Assignment

Neither party may assign the agreement without the prior written consent of the other party, which will not be unreasonably withheld. However, either party may assign the agreement to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.

14.4 Subcontractors

Compustores may use subcontractors to perform the Services, provided that Compustores remains responsible for all obligations under the agreement and the actions of its subcontractors.

14.5 Notices

All notices must be in writing and sent via email with confirmation of receipt, certified mail, or overnight courier to the addresses specified in your service agreement.

14.6 Waiver

No failure or delay in exercising any right under the agreement will constitute a waiver. Any waiver must be in writing and signed by the waiving party.

14.7 Severability

If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be replaced with an enforceable provision that most closely achieves the intent of the original provision.

14.8 Relationship of the Parties

The parties are independent contractors. Nothing in the agreement creates a partnership, joint venture, agency, or employment relationship.

14.9 Entire Agreement

The agreement, including these Terms, your service agreement, SLA, and any other documents incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, or representations, written or oral.

14.10 Amendments

Compustores may modify these Terms from time to time. Material changes will be communicated to you at least thirty (30) days before they become effective. Your continued use of the Services after the effective date constitutes acceptance of the modified Terms.

15.1 Remote Monitoring and Management

• Compustores will install monitoring software on covered systems
• You authorize Compustores to access covered systems remotely to provide services
• You are responsible for maintaining internet connectivity

15.2 Cybersecurity Services

• You acknowledge that no security measures are 100% effective
• You remain responsible for user training and adherence to security policies
• Penetration testing requires specific written authorization

15.3 Cloud Services

• Third-party cloud services are subject to the providers’ terms of service
• Compustores is not responsible for cloud service provider outages or changes
• Migration services are subject to separate project agreements

15.4 Hardware as a Service (HaaS)

• Equipment provided under HaaS remains the property of Compustores
• You are responsible for physical security and proper use of equipment
• Equipment must be returned in good condition, normal wear excepted, upon termination

By engaging our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

For questions about these Terms, please contact us at:

Compustores Manage IT Services [Address] [Phone] [Email] [Website]