This page contains The Compute Company’s Terms of Service (TOS). It is a binding contract between The Compute Company and the Customer upon Customer account creation on the The Compute Company Services, which includes all of The Compute Company’s websites, services, products and solutions.
As mentioned, this TOS is a binding legal contract between the customer and company. As a result, in order to use The Compute Company Services, you must agree to the TOS. Agreeing means that you give permission to be bound by the TOS. By creating an Account and using The Compute Company Services, you are sending us the impression that:
- After account creation, you will use The Compute Company Services in proper compliance with all laws, rules and regulations applicable to you.
- When a person over 18 years of age is the customer, using our Services adheres to giving us legal consent and agreeing to the prudential use of The Compute Company Services in applicable jurisdictions.
- When a person creates an Account and uses The Compute Company Services on behalf of an organized entity, they bind the entity they represent to this TOS and they agree to be legally bound by this TOS on the entity’s behalf.
There are other documents applying to the Customer’s use of The Compute Company Services, and the terms contained in those documents are incorporated into this TOS. The Customer should review the other documents, which include the privacy policy and acceptable use policy.
**Definitions**
The following definitions apply to the TOS:
“**Customer Data**” means:
- All data uploaded by the Customer to The Compute Company services and;
- All data created by the Customer on The Compute Company services.
“**Covered Service**” means:
- Instances in Multiple Regions.
- One Instance.
The applicable region indicated in The Compute Company’s Customer documentation, marked by geographical placement, such as CT1, NY1, as timely updated by The Compute Company, is referred to as "**Region**."
One virtual machine or container instance that's part of The Compute Company’s Services is referred to as a "**single instance**."
**Default Payment Terms and Billing**
All fees for The Compute Company Services are subject to change at The Compute Company’s discretion.
The Compute Company uses Stripe, a third-party payment processor, to charge your credit card and bill you for our Services (known here as the "Payment Processors"). In addition to this TOS, payment processing may be subject to the Payment Processors' terms, restrictions, and policies. The Compute Company is not liable for the Payment Processors' decisions. When the Customer pays for used Services, they must do so in compliance with these pricing and billing policies. When completing the payment, the Customer grants The Compute Company and its Payment Processors the authority to deduct or charge money (including all taxes applicable) using the payment method(s) provided by the Customer.
The Customer must submit accurate and up to date billing information, and must correct all changes such as a billing address change, in a timely manner. If a payment method is canceled by the provider or otherwise rendered unusable, the Customer must inform The Compute Company or the Payment Processors as soon as possible.
Except for prepaid rendering services, The Compute Company services are billed weekly based on the Customer's usage for the previous week. Unless otherwise agreed to with The Compute Company, fees are due upon invoice issuance, which will be billed at the usage rates for that time period. The Payment Methods will be immediately charged to the Customer. For non or late payments, and/or failure to maintain current, valid, complete, and accurate Payment Methods, The Compute Company possesses the authority to disable, cancel, deny entry to, restrict services for, and/or suspend or delete a Customer's account or access to any The Compute Company Service.
All The Compute Company Service fees that are past due, regardless of the reason, are subject to a 1.5% monthly interest (or to the greatest rate legally allowed, whichever is lower) from the due date until the payment is made. The Customer shall be held liable for all reasonable expenditures (including attorneys' fees) resulting from the collection of past due fees from the customer. After we give you written notification of late payment, we may suspend your Service access if Fees remain due. You are not permitted to withhold or offset any sums owed by you under this Agreement for any reason.
All charges from the Customer's purchase of The Compute Company services, including but not limited to national, state, or local sales taxes, use taxes, value-added taxes, and goods and services taxes, are the sole responsibility of the Customer. The Compute Company’s pricing policies are not affected by such Taxes unless otherwise specified. Taxes will be levied during billing or at the time of purchase if The Compute Company is required to do so. The Compute Company may collect additional taxes for remission to the appropriate taxation authorities if the purchase of The Compute Company Services is subject to them. In order to comply with these tax duties, the customer must also give any tax identification information that is required. Any tax misrepresentations or non-compliance caused by the customer is his or her sole responsibility.
For infractions, such as abuse, misrepresentation of Billing Information, unauthorized transfer, or illegal conduct by the Customer, The Compute Company reserves the right to revoke all prepaid credits, or subject them to early expiration.
**Request for Credit**
The Customer must notify The Compute Company within ten days of becoming eligible to obtain prepaid credit in order to get any. The Compute Company must be given server log files demonstrating the loss of external connectivity and the date and time the issues occurred. Prepaid Credit shall be forfeited if the Customer does not comply with these restrictions. The Compute Company will in good prudence, make an assessment based on its system logs, monitoring reports, configuration records, and other available information if a disagreement occurs.
**Exclusions**
Prepaid credits are not applicable to features designated as having pre-general availability (unless otherwise stated), features that are excluded from the TOS (as stated in the accompanying documentation), or errors caused by factors beyond The’s Compute Companyreasonable control. In addition, they may be caused by Customer's software or hardware, and/or third-party software or hardware, TOS violations, system quotas, or downtime caused by in-advance servicing conveyed to the customer. Customer will only be eligible for prepaid credit if a certain instance is down as either one instance or Instances in Multiple Regions. It cannot be both.
**Intellectual Property Rights**
No party is granted implied or explicit rights to the content or intellectual property of the other under this TOS. Customer Data rights are given to the Customer, and The Compute Company owns all rights to the The Compute Company Services and related software, that includes third party software.
The Customer herewith gives The Compute Company powers to exploit Customer Feedback in any way and for all intents. The Customer may choose to provide ideas and feedback regarding problems with or suggested changes to any of The Compute Company’s products and services.
The Compute Company has the right to use the Customer's name, logos, and trademarks in its materials and communications for all intents and purposes. The Compute Company provides Customers restricted permission to use The Compute Company Services as stated in and subject to strict compliance with this TOS.
**Customer Data Use**
The Compute Company will only manage Customer Data in accordance with the current version of its Privacy Policy.
The Customer grants The Compute Company the authority to host, retain, transmit, exhibit, perform, duplicate, and alter for the purpose delivering The Compute Company services to the Customer, pursuant to this TOS.
The Customer is fully accountable for its Customer Data and acknowledges that The Compute Company is not and never will be found accountable. The Customer asserts, denotes, and warrants that: its use of The Compute Company Services will not violate this TOS, accompanying documentation, or any applicable law, regulation, rule, or third-party protections, it is entirely responsible for the development, moderation, functionality, upkeep, support, and use of Customer Data. That includes Customer Data that's provided by the Customer's end users. Customer Data cannot: infringe, violate, or misappropriate any third-party protections, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary rights that can be claimed. Slander, defamation, libel, privacy invasion, publicity or property rights violations are also not allowed under any circumstances.
**Conduct Rules**
The Compute Company Services must be used in compliance with the The Compute Company AUP and other accompanying documents. Upon reference, they are incorporated. As a result, any AUP violations will be considered a violation of this TOS as well.
Whether the actions are performed by a Customer, their employees, a third party connected to the Customer, Customer's end users, licensees, or customers, the Customer is entirely responsible for what occurs.
Customers are liable for informing their employees, agents, and others about this TOS's requirements, including if the TOS requirements bind them. In their use of The Compute Company Services, Customers may not directly or indirectly decipher, reverse engineer, disassemble, or otherwise attempt to pirate any of The Compute Company’s information. All local, state, national, and international rules and regulations that are applicable must be followed by the customer.
The Compute Company will exercise the ability to access, read, maintain, and disclose information needed to comply with any applicable law, regulation, legal procedure, or valid governmental request, enforce this TOS through possible investigation, detect, prevent, or deal with fraud, security, or operational problems, respond to customer inquiries, and safeguard property, rights, or safety of The Compute Company’s interests.
The Office of Foreign Assets Control ("OFAC") maintains trade and economic sanctions against The Compute Company Services. In using The Compute Company services, the Customer agrees to follow these laws and regulations by using the Services in an appropriate manner. The Customer guarantees that it is not located in a country subject to OFAC's trade and economic sanctions, or is an individual or entity listed on any US lists of prohibited parties, such as the Treasury Department's List of Specially Designated Nationals, and Sectoral Sanctions List. Furthermore, Customer agrees not to sell, export, reexport, transfer, divert, or dispose of any The Compute Company Service, whether directly or indirectly.
Customers must follow adequate security standards, including but not limited to: creating strong passcodes and access control systems, securing access to all passcodes and entry data, and confirming the reliability of those who have account passcodes and entry data. Any inappropriate access to the Customer's Account is the complete responsibility of the Customer, who must contact The Compute Company promptly upon becoming aware of such inappropriate access. The Customer will immediately inform The Compute Company of any security incidents or breaches impacting The Compute Company Services, including unauthorized access to Customer's data, and will cooperate with authorities and/or The Compute Company in any investigation or legal action taken to investigate and remedy the security incident.
**Customer Deletion**
During the Term consistent with Service functionality, The Compute Company will allow Customers to erase their Data in accordance with tis TOS. If the Customer uses Services to remove any information that cannot be recovered, the Customer is instructing The Compute Company to erase the Customer's relevant Data from The Compute Company’s systems in compliance with applicable legislation. The Compute Company will adhere to this direction as soon as practically possible, but no later than 180 days.
**Deletion Upon Termination**
Customers may direct The Compute Company to erase all of their Data (including preexisting backups) from The Compute Company’s systems in accordance with applicable legislation after the Customer's account is closed. The Compute Company will comply with the directive as soon as possible under ideal conditions and within a maximum time of 180 days after the closure, all after a recovery period of thirty days. Customers are liable for retaining any Customer Data it desires to save before the Customer Account data is deleted.
**Incidents Involving Data**
Notification of an Incident.
Upon being informed of a data security issue, The Compute Company shall notify Customers quickly, without unneeded delay, and will take all commercially reasonable actions to limit harm and secure the Customer's Data.
Information on the Data Security Incident.
The Compute Company shall reasonably disclose the nature of the data data security security issue, the actions taken to remedy potential risks, and the measures The Compute Company advised Customers take in order to resolve the data security incident.
Notification Delivery.
Any data security issue notification(s) will be sent to the email address supplied by the Customer.
The Compute Company’s Lack of Assessment of Customer Data.
The Compute Company is under no duty to review Customer Data in order to identify information that may be subject to legal requirements.
The Compute Company Has No Acknowledgement of Fault.
An admission of blame or liability on The Compute Company’s part should not be interpreted from our response to a data security event.
**No Warranty**
The Compute Company Services are provided "as is" and "as available". The Compute Company makes no warranties of any kind, whether expressly stated or implied, in connection with The Compute Company Services and all content delivered thereto. Without limitation including any implied warranty of merchantability, fitness for a specific purpose, title, or non-infringement, course of dealing that results in a warranty, usage, trade, or any availability, accuracy, or system access-related warranty. The Compute Company makes no guarantees that its services will be secure or available at different areas or times, no guarantees of imperfection correction, no guarantees that any material accessible through The Compute Company Services will be virus or risky component-free, and no guarantees that Customer's expectations will be met through the use of The Compute Company Services. Customers are responsible for ensuring the integrity of their environments.
To the fullest extent permissible by law, the limitations, exclusions, and disclaimers in this section apply. The Compute Company does not renounce warranties or other rights it is not permitted by law to disclaim.
**Indemnification**
You agree to safeguard, indemnify, and hold The Compute Company , its licensees, licensors, employees, contractors, agents, officers, and directors harmless from, as well as against all claims, damages, obligations, losses, liabilities, costs, debt, and expenses (including but not restricted to attorney's fees) coming from your or anyone using your Account's use of The Compute Company’s Services, your Customer Data, or a violation of these TOS.
**Limitation of Liability**
YOU WILL MAINTAIN THE COMPUTE COMPANY AND ITS OFFICERS, AGENTS, DIRECTORS, AND EMPLOYEES NOT LIABLE FOR ANY INDIRECT, CORRECTIVE, UNIQUE, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, EXCEPT WHEN THE LAW PROHIBITS IT. THAT IS REGARDLESS OF HOW IT SURFACED (INCLUDING ATTORNEYS' FEES AND ALL EXPENSES RELATED TO THE LEGAL PROCESS, OR AT TRIAL OR UPON APPEAL, IF ANY, REGARDLESS OF IF LITIGATION OR ARBITRATION WAS OR WAS NOT INSTITUTED), WHETHER IN CONTRACTUAL ACTIONS, NEGLIGENCE OR OTHER INAPPROPRIATE ACTION, OR SURFACING OUT OF OR IN CONNECTION TO THIS AGREEMENT, INCLUDING, WITH NO LIMITATIONS, ANY PERSONAL INJURY OR PROPERTY DAMAGE CLAIM, ARISING FROM THIS AGREEMENT AND ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, REGARDLESS OF WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE PREVIOUSLY. IF THE COMPANY IS FOUND LIABLE, IT WILL BE RESTRICTED TO THE AMOUNT PAID FOR THE PRODUCTS AND/OR SERVICES DURING THE PREVIOUS 12 MONTHS, EXCEPT AS PROHIBITED BY LAW, AND UNDER NO INSTANCES WILL DAMAGES OF CONSEQUENTIAL OR PUNITIVE NATURE OCCUR. THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.
**Jurisdiction and Governing Law**
Law that governs. The TOS, as well as any disputes arising out of it, are governed by the laws of Italy, without respect to considerations of conflict of laws.
For the resolution of any litigation or court process permitted under the TOS, the Customer and The Compute Company will both submit to the personal and exclusive jurisdiction of the courts situated within Italy.
**Terms of Service Modifications**
The Compute Company reserves the right to amend and/or modify the TOS for The Compute Company Services at any time without prior notice to Customers. Customer use of The Compute Company Services will always be governed by the TOS in place at the time. As a result, the Customer is responsible for learning about any changes to the TOS by revisiting this page.
