Terms of Service

1. Acceptance of These Terms.

These Terms of Service (“Terms”) are a binding agreement between you and Gridprise LLC (“Gridprise,” “we,” “us,” or “our”). They govern your access to and use of the website at gridprise.com (the “Site”) and, except where superseded by a separate written agreement, the consulting, engineering, and managed infrastructure services we provide (collectively, the “Services”).

By accessing the Site or using the Services, you agree to be bound by these Terms, by our Privacy Policy, and by our Acceptable Use Policy (the “AUP”), each of which is incorporated by reference. If you do not agree, do not use the Site or Services.

If you are using the Site or Services on behalf of an organization, you represent and warrant that you have authority to bind that organization, and “you” and “your” refer to that organization.

2. Definitions.

• “Client” means an organization or individual that has engaged Gridprise under an Order.
• “Order” means a statement of work, master services agreement, proposal, quote, change order, or other written or emailed instrument agreed between you and Gridprise that describes services, deliverables, fees, service levels, and timelines.
• “Deliverables” means the work product created by Gridprise specifically for a Client under an Order, such as architecture documents, configurations, runbooks, and code written to the Client’s specification.
• “Gridprise Materials” means Gridprise’s pre-existing and independently developed tools, software, scripts, templates, methodologies, processes, and know-how, and all improvements to them.
• “Client Systems” means the servers, networks, storage, applications, and related infrastructure that Gridprise designs, builds, provisions, manages, monitors, or supports on a Client’s behalf.
• “Client Materials” means data, content, credentials, systems, documentation, and other materials that you provide to us or that we access on your behalf.

3. Eligibility.

The Site and Services are intended for business use by persons who are at least 18 years old and capable of forming a binding contract. The Services are offered to businesses and are not offered to consumers for personal, family, or household purposes. By using the Site or Services you represent that you meet these requirements and that you are not barred from receiving services under the laws of any applicable jurisdiction, including U.S. export control and sanctions laws.

4. Description of Services.

Gridprise provides professional services relating to information technology infrastructure. Depending on the engagement, these may include: architecture and design; procurement guidance; deployment, configuration, and migration; ongoing management, monitoring, and maintenance; incident response and troubleshooting; performance and cost optimization; security hardening and review; documentation; and related consulting and advisory work.

The specific scope, deliverables, assumptions, exclusions, service levels, fees, and timelines for any engagement are defined exclusively in the applicable Order. Descriptions of services on the Site are informational and do not constitute an offer, commitment, or service-level guarantee.

5. Orders; Order of Precedence.

Each engagement is governed by its Order. If there is a conflict between these Terms and an Order, the Order controls with respect to that engagement. These Terms fill any gaps not addressed by an Order and govern all use of the Site. No engagement is formed until an Order is mutually accepted in writing (email confirmation suffices). Any terms on your purchase orders or vendor forms that conflict with or add to these Terms or an Order are rejected and have no effect unless we expressly accept them in writing.

6. Use of the Site.

We grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Site for its intended informational purpose. You agree that you will not:

1. Copy, scrape, harvest, or index content or data from the Site by automated means, including for the training of machine-learning models, without our written permission.
2. Attempt to probe, scan, or gain unauthorized access to the Site or its underlying systems, or test its vulnerability without authorization.
3. Interfere with or disrupt the Site’s operation, including by transmitting malware, flooding, or denial-of-service activity.
4. Frame, mirror, or republish substantial portions of the Site.
5. Misrepresent your identity or affiliation, or impersonate any person or entity.
6. Use the Site in violation of applicable law or the AUP.

We may suspend or terminate access to the Site at any time for conduct that violates this section.

7. Client Obligations and Responsibilities.

Where you engage us for Services, you agree to:

1. Provide timely access, information, decisions, approvals, personnel, credentials, and cooperation reasonably necessary for us to perform, and acknowledge that delays in doing so may extend timelines and increase fees.
2. Ensure you have all rights, licenses, and consents required to grant us access to Client Systems and Client Materials, including any third-party services and any personal data on those systems.
3. Designate a primary point of contact with authority to make decisions about the engagement.
4. Maintain the accuracy of your contact and billing information.
5. Use the Services and Client Systems in compliance with applicable law and the AUP.
6. Maintain appropriate backups, disaster-recovery, and business-continuity arrangements, except to the extent an Order expressly makes those our responsibility.
7. Promptly review Deliverables and report any nonconformity within the acceptance period stated in the Order (or, if none is stated, within ten (10) business days of delivery, after which Deliverables are deemed accepted).

You are responsible for the acts and omissions of your personnel, contractors, and any third parties you permit to access Client Systems, as if they were your own acts and omissions.

8. Fees, Invoicing, and Payment.

Fees, rates, and billing models (fixed fee, time and materials, retainer, or otherwise) are set out in the applicable Order. Unless the Order provides otherwise:

1. Invoices are issued as described in the Order and are due within thirty (30) days of the invoice date.
2. All fees are stated and payable in U.S. dollars.
3. Fees are exclusive of taxes, duties, and levies, which you are responsible for (other than taxes on our income); if you are required to withhold taxes, you will gross up payments so that we receive the full invoiced amount.
4. Reasonable, pre-approved travel and out-of-pocket expenses are reimbursable at cost.
5. Late amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable costs of collection.
6. We may suspend Services for accounts more than fifteen (15) days past due, after notice, and suspension does not relieve you of payment obligations.
7. Undisputed fees may not be offset or withheld; good-faith disputes must be raised in writing within thirty (30) days of the invoice date, and the parties will work promptly to resolve them.
8. Fees for services already performed are non-refundable except as expressly stated in an Order.

We may adjust rates for ongoing services upon at least thirty (30) days’ written notice, effective no earlier than the next renewal period of the applicable Order.

9. Intellectual Property.

Gridprise Materials. We retain all right, title, and interest in and to the Site and the Gridprise Materials, including anything developed during an engagement that is of general applicability and does not incorporate your Confidential Information. No rights are granted to Gridprise Materials except as expressly stated.

Deliverables. Upon full payment of all fees due under the applicable Order, and unless the Order provides otherwise, we assign to you ownership of the Deliverables created specifically for you. To the extent any Gridprise Materials are embedded in a Deliverable, we grant you a perpetual, worldwide, non-exclusive, royalty-free license to use those embedded materials solely as part of, and as necessary to use, the Deliverable.

Client Materials. You retain all right, title, and interest in Client Materials. You grant us a limited, non-exclusive license to access and use Client Materials solely to perform the Services during the engagement.

Open-source software. Deliverables may incorporate open-source components, which are licensed under their own terms. Where an Order requires it, we will identify material open-source components used in Deliverables.

Feedback. If you provide suggestions or feedback about our services, we may use it without restriction or obligation to you.

Publicity. Neither party may use the other’s name, logo, or marks publicly without prior written consent, except that we may identify you as a client in private sales conversations unless you tell us otherwise.

10. Confidentiality.

Definition. “Confidential Information” means non-public information disclosed by one party to the other in connection with an engagement that is designated confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure — including business plans, pricing, security information, credentials, architecture details, and the terms of any Order.

Obligations. The receiving party will: (a) protect the disclosing party’s Confidential Information using at least the same degree of care it uses for its own similar information, and no less than reasonable care; (b) use it solely to perform under, or as permitted by, the engagement; and (c) not disclose it to any third party except to personnel, affiliates, and professional advisers who need to know it and are bound by confidentiality obligations at least as protective.

Exclusions. These obligations do not apply to information that: is or becomes publicly available through no fault of the recipient; was rightfully known to the recipient without restriction before disclosure; is rightfully received from a third party without breach of any obligation; or is independently developed without use of the discloser’s Confidential Information.

Compelled disclosure. If the recipient is required by law, regulation, or legal process to disclose Confidential Information, it will (where lawful) give the discloser prompt notice and reasonable cooperation to seek protective treatment, and will disclose only what is legally required.

Duration. Confidentiality obligations survive termination of any engagement for five (5) years, except for trade secrets and credentials, which remain protected for as long as they retain their status.

11. Data Protection.

Each party will comply with data-protection laws applicable to it. Where we process personal data on your behalf in performing Services, we do so as your processor or service provider, only on your documented instructions, as described in our Privacy Policy and any data processing agreement the parties execute. You are responsible for ensuring you have a lawful basis for our processing of personal data contained in Client Materials and for providing any required notices to data subjects.

12. Third-Party Services.

Client Systems frequently involve third-party providers — data centers, cloud platforms, carriers, hardware vendors, and software licensors — selected by you or recommended by us. Your use of third-party services is governed by their own terms, and we make no warranty and assume no liability for their acts, omissions, outages, price changes, or security failures. Where an Order has us procure, resell, or administer third-party services on your behalf, our responsibility for those services is limited to what the Order expressly states, and third-party terms flow through to you.

13. Warranties and Disclaimers.

Our warranty. We warrant that Services will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards, by personnel with suitable skill and experience. Your exclusive remedy, and our sole obligation, for breach of this warranty is re-performance of the deficient Services at no additional charge or, if re-performance is not commercially reasonable, a refund of the fees paid for the deficient Services. Warranty claims must be made in writing within thirty (30) days after the Services giving rise to the claim were performed.

Mutual warranty. Each party warrants that it has the legal power to enter into these Terms and any Order and that doing so does not conflict with any other agreement by which it is bound.

Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR AN ORDER, THE SITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SITE, THE SERVICES, OR ANY SYSTEM WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY PARTICULAR BUSINESS OUTCOME WILL BE ACHIEVED. INFORMATION ON THE SITE IS PROVIDED FOR GENERAL INFORMATIONAL PURPOSES AND DOES NOT CONSTITUTE PROFESSIONAL ADVICE FOR ANY SPECIFIC SITUATION.

14. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

1. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR ANY ENGAGEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR ANY ENGAGEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE TO GRIDPRISE UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM (OR, FOR CLAIMS RELATING SOLELY TO USE OF THE SITE, ONE HUNDRED U.S. DOLLARS).

Exceptions. The limitations above do not apply to: (a) a party’s breach of Section 10 (Confidentiality); (b) a party’s indemnification obligations under Section 15; (c) your payment obligations; (d) either party’s gross negligence, willful misconduct, or fraud; or (e) any liability that cannot be limited or excluded under applicable law.

The parties acknowledge that the fees reflect the allocation of risk in this section and that these limitations are an essential basis of the bargain.

15. Indemnification.

By you. You will defend, indemnify, and hold harmless Gridprise and its owners, employees, and contractors from and against any third-party claim, demand, action, or proceeding, and all resulting damages, fines, costs, and reasonable attorneys’ fees, arising out of or relating to: (a) Client Materials, including any claim that they infringe or misappropriate intellectual-property rights or violate law; (b) your or your end users’ use of the Services or Client Systems in violation of these Terms, the AUP, an Order, or applicable law; (c) your products, services, and business operations; or (d) disputes between you and your own customers or users.

By us. We will defend, indemnify, and hold you harmless from and against third-party claims alleging that a Deliverable, as delivered by us and used as authorized, infringes a U.S. copyright or misappropriates a trade secret, and we will pay resulting damages finally awarded or agreed in settlement. If a Deliverable is subject to such a claim, we may, at our option, procure the right for you to continue using it, modify or replace it to be non-infringing, or refund the fees paid for it. This obligation does not apply to the extent a claim arises from Client Materials, combination with items not provided by us, modifications not made by us, or use contrary to documentation or our instructions. This section states your exclusive remedy for infringement claims.

Procedure. The indemnified party must promptly notify the indemnifying party of the claim (delay excuses the obligation only to the extent of resulting prejudice), give the indemnifying party sole control of the defense and settlement, and provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle a claim in a way that imposes obligations or admissions on the indemnified party without its consent.

16. Term, Suspension, and Termination.

Term. These Terms apply while you use the Site or Services. The term of any engagement is stated in its Order; Orders for recurring services renew as stated in the Order.

Termination for convenience. Either party may terminate an Order for convenience only if and as the Order permits.

Termination for cause. Either party may terminate an Order if the other party materially breaches it and fails to cure within thirty (30) days of written notice describing the breach. Either party may terminate immediately if the other becomes insolvent, makes an assignment for the benefit of creditors, or is subject to bankruptcy or similar proceedings not dismissed within sixty (60) days.

Suspension. We may suspend Services immediately, with notice, where reasonably necessary to address: a security risk to Client Systems, our systems, or third parties; a suspected material violation of the AUP; a legal or regulatory requirement; or non-payment as described in Section 8. We will limit suspensions in scope and duration to what is reasonably necessary and will restore Services promptly once the cause is resolved.

Effect of termination. Upon termination or expiration of an Order: (a) you remain responsible for all fees accrued through the effective date, and for committed fees as stated in the Order; (b) at your request, we will provide reasonable transition assistance and an orderly handover of credentials, documentation, and Deliverables, billable at our then-current rates unless the Order says otherwise; (c) each party will return or destroy the other’s Confidential Information on request, except copies retained for legal or archival purposes, which remain subject to Section 10; and (d) Sections 8–10 and 12–19 survive.

17. Force Majeure.

Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, fire, flood, epidemics, war, terrorism, civil unrest, labor disputes, governmental action, failures of utilities or telecommunications, and widespread internet or cloud-provider outages, provided the affected party gives prompt notice and uses reasonable efforts to mitigate and resume performance. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected Order on written notice.

18. Governing Law and Dispute Resolution.

Governing law. These Terms and any dispute arising out of or relating to them or any engagement are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Escalation. Before filing any action, the parties will attempt in good faith to resolve the dispute through direct negotiation between senior representatives for at least thirty (30) days after written notice of the dispute.

Venue. Any dispute not resolved through negotiation must be brought exclusively in the state or federal courts located in Delaware, and each party irrevocably consents to the personal jurisdiction and venue of those courts.

Jury waiver. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS, TO THE FULLEST EXTENT PERMITTED BY LAW.

Injunctive relief. Nothing in this section prevents either party from seeking temporary or preliminary injunctive relief in any court of competent jurisdiction to protect its Confidential Information or intellectual property.

Time limit. Except for payment claims and claims that cannot be limited by law, any claim arising out of these Terms must be brought within two (2) years after the cause of action accrues.

19. General Provisions.

Entire agreement. These Terms, together with the Privacy Policy, the AUP, and any applicable Orders, constitute the entire agreement between the parties regarding their subject matter and supersede all prior or contemporaneous understandings.

Amendment. An Order may be amended only in a writing (email suffices) agreed by both parties.

Severability. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permissible and modified to the minimum extent necessary, and the remaining provisions will remain in full force.

Waiver. A party’s failure or delay in enforcing a provision is not a waiver of it, and a waiver on one occasion is not a waiver on any other.

Assignment. You may not assign or transfer these Terms or any Order, in whole or in part, without our prior written consent. We may assign to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all assets. Any prohibited assignment is void. These Terms bind and benefit the parties and their permitted successors and assigns.

Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship. Neither party may bind the other.

No third-party beneficiaries. These Terms confer no rights on any third party.

Subcontractors. We may use qualified subcontractors to perform portions of the Services; we remain responsible for their work and for their compliance with confidentiality obligations.

Non-solicitation. During an engagement and for twelve (12) months after, neither party will knowingly solicit for employment the other party’s personnel who were directly involved in the engagement, except through general job postings not targeted at such personnel.

Export compliance. Each party will comply with applicable export control and sanctions laws and will not export, re-export, or provide access to technology or services in violation of them.

Notices. Legal notices must be in writing and are effective when delivered: to you, at the contact information in the applicable Order or on file; to us, at hello@gridprise.com or at Gridprise LLC, 5900 Balcones Drive, STE 100, Austin, TX 78731, United States. Routine operational communications may be given by email.

Headings; interpretation. Headings are for convenience only. “Including” means “including without limitation.”

20. Changes to These Terms.

We may revise these Terms from time to time. The revised version will be posted on this page with an updated “Last updated” date, and material changes will be communicated to active Clients. Changes apply prospectively and do not retroactively modify an Order already in effect, which continues to be governed by the version of these Terms in effect on its acceptance date unless both parties agree otherwise. Continued use of the Site or Services after changes take effect constitutes acceptance.

21. Contact.

Questions about these Terms should be directed to:

Gridprise LLC — Legal
Email: hello@gridprise.com
5900 Balcones Drive
STE 100
Austin, TX 78731
United States

See also our Privacy Policy and Acceptable Use Policy.