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And now, for the legal talk

Please read our Terms and Conditions below - Last Updated April 2, 2025


COMPUTER MOTIVATORS, LLC - TERMS AND CONDITIONS1. Parties2. Definitions3. Application & Scope of Agreement4. IT Management Plans & Services5. Data Backup Services6. Hourly Service Calls & Diagnostics7. Payment Terms8. Term & Termination9. Proprietary Rights10. Confidentiality11. Data Security & Client Responsibility12. Liability & Disclaimers13. Limitation of Liability14. Indemnification by Client15. Third-Party Products16. Force Majeure17. Non-Solicitation18. Financial Flexibility & Assistance19. Waiver of Client Terms20. Performance & Claims21. Governing Law & Dispute Resolution22. Standard Legal Clauses23. Contact Information

COMPUTER MOTIVATORS, LLC - TERMS AND CONDITIONS

Last Updated: April 2, 2025

These Terms and Conditions ("Terms") govern the provision of services and products by Computer Motivators, LLC to its clients. Engaging Computer Motivators, LLC for services or products constitutes acceptance of these Terms.

1. Parties

  • "Computer Motivators" shall mean Computer Motivators, LLC, a Michigan Limited Liability Company.
  • "Client" shall mean the entity or person engaging the services of Computer Motivators.

2. Definitions

  • "Services" shall refer to all IT management, support, consulting, backup, security, and related services provided by Computer Motivators. This includes services provided under IT Management Plans and Hourly Service Calls.
  • "Products" may include hardware, software, licenses, subscriptions, or other goods procured or managed by Computer Motivators on behalf of the Client.
  • "Agreement" collectively refers to these Terms and Conditions, any applicable Statement of Work (SOW), quotation, service order, invoice, or specific IT Management Plan description accepted by the Client.
  • "Client Data" means all electronic data or information submitted by or for Client to the Services or collected and processed by or for Client using the Services.

3. Application & Scope of Agreement

These Terms define the relationship between Computer Motivators and Client and apply to all Services and Products purchased or engaged by Client. These Terms are incorporated into, and form a part of, every Agreement. Computer Motivators explicitly objects to any additional or different terms proposed by Client in any purchase order or other document. Client's acceptance or use of Services or Products constitutes agreement to these Terms exclusively.

4. IT Management Plans & Services

  • 4.1. Plan Types: Computer Motivators offers two primary IT Management Plans: Reactive and Proactive. Specific inclusions, exclusions, and pricing details for each plan will be outlined in the applicable SOW or Plan Description provided to the Client.
    • (a) Reactive Management Plan: Provides on-demand IT support. Includes remote and on-site support for troubleshooting and resolving technical issues, unlimited phone support calls related to service requests during business hours, and a direct line for contact. Client is responsible for procuring and paying for their own third-party software licenses (e.g., Microsoft 365 Business). Computer Motivators will assist with managing and supporting Client-provided infrastructure and software under this plan.
    • (b) Proactive Management Plan: Includes all features of the Reactive plan, plus: Computer Motivators procures and pays for specified third-party software licenses (such as Microsoft 365 Business and specified monitoring/maintenance software, as detailed in the SOW/Plan Description) on behalf of the Client; proactive monthly computer health inspections, updates, and preventative maintenance; management of hardware installations (e.g., internet, cameras, access control systems, as agreed upon). Client may opt-out of specific included services/software, but this may not result in a price reduction unless explicitly agreed in writing.
  • 4.2. Billing & Cancellation: Both Proactive and Reactive IT Management Plans are billed monthly, one month in advance (See Section 7.3). These plans operate on a month-to-month basis following the initial advance billing period, automatically renewing each month unless cancelled. While there is no fixed long-term contractual obligation, Client must provide one full calendar month's written notice prior to cancellation to facilitate a smooth transition. This notice period allows Computer Motivators adequate time to migrate backups, transfer or cancel third-party services managed by Computer Motivators, and close the account properly. If the one-month notice is not provided, Computer Motivators reserves the right to invoice for reasonable additional work or expenses incurred during the account closure process.
  • 4.3. Priority of Service:
    • (a) Proactive Management Plans: Receive the highest service priority due to the comprehensive nature of the services and included monitoring.
    • (b) Reactive Management Plans: Receive the next level of priority support for Client's existing infrastructure.
    • (c) Hourly Service Calls: Assigned the lowest priority, scheduled based on availability. Computer Motivators reserves the right to postpone scheduled hourly service calls, including those billable under IT Management Plans if they fall outside standard scope, to prioritize plan-based service needs.
  • 4.4. Pricing Structure: Pricing for IT Management Plans may increase incrementally based on user count, device count, or data volume brackets (e.g., increments of 25 users/devices), as specified in the relevant SOW or Plan Description. Each bracket has a fixed cost reflecting increased management complexity and potential third-party software subscription costs incurred by Computer Motivators.

5. Data Backup Services

Data backup solutions may be offered as part of, or as an add-on to, IT Management Plans. Depending on the volume, frequency, and retention requirements for data backup, additional monthly charges may apply. Computer Motivators will discuss backup needs and associated costs transparently with the Client before implementation. Client retains the right to request cancellation of backup services or data purge according to the agreed terms, subject to reasonable notice periods for implementation.

6. Hourly Service Calls & Diagnostics

For Clients not on an IT Management Plan, or for services requested outside the scope of an existing plan, service calls are billed on an hourly basis.

  • 6.1. Billing: A minimum charge of one (1) hour applies if the issue is successfully resolved. Work is billed in hourly increments after the first hour. Current hourly rates will be provided upon request or in a quote.
  • 6.2. Diagnostics: If Computer Motivators is unable to resolve the issue after reasonable effort, or if the Client declines to proceed after diagnosis, a minimal diagnostic fee of $10 may be charged instead of the hourly rate.
  • 6.3. Simple Remote Support: Computer Motivators may, at its sole discretion, provide complimentary simple remote support (e.g., basic browser toolbar removal) but reserves the right to determine what qualifies as "simple" and may choose to bill at standard rates.

7. Payment Terms

  • 7.1. Invoicing & Due Dates: Invoices are issued electronically and are due within twenty-one (21) working days from the invoice date, unless otherwise specified on the invoice or SOW. Payments shall be made in United States dollars.
  • 7.2. Late Payments: Late payments will incur a fixed interest fee amounting to ten percent (10%) of the outstanding invoice sum. Computer Motivators reserves the right to suspend all service delivery without prior notice if payments are past due.
  • 7.3. IT Management Plan – Advanced Billing Policy: Proactive and Reactive IT Management Plans are billed one month in advance to cover initial setup, resource allocation, and third-party subscription expenses incurred by Computer Motivators. This initial advance monthly fee is non-refundable if the Client chooses to discontinue services after commencing usage for that billing period, as these funds may have already been committed to vendors or allocated.
  • 7.4. Debt Recovery: If payment remains unpaid sixty (60) days past the due date, Computer Motivators reserves the right to engage a debt recovery agency. Client agrees to be responsible for all reasonable costs associated with debt recovery, including agency fees and legal expenses.
  • 7.5. Withholding Taxes: Client is solely responsible for any applicable withholding taxes mandated by local laws. Invoices must be paid in full without deduction for such taxes.
  • 7.6. Payment Disputes: Client must notify Computer Motivators in writing of any disputed charge within fifteen (15) days of the invoice date, providing reasonable detail. Client must pay all undisputed charges by the due date. Computer Motivators will investigate disputed charges in good faith.

8. Term & Termination

  • 8.1. Term: This Agreement commences upon Client's acceptance of Services or an SOW and continues on a month-to-month basis for IT Management Plans (following the initial advance payment period) until terminated by either party as provided herein. Hourly services are governed by these Terms for the duration of the service engagement.
  • 8.2. Termination by Client: Client may terminate IT Management Plans by providing one full calendar month's prior written notice as described in Section 4.2.
  • 8.3. Termination by Computer Motivators: Computer Motivators may terminate this Agreement or suspend services: (a) immediately for non-payment as described in Section 7.2; (b) upon thirty (30) days written notice for any material breach by Client that remains uncured; (c) immediately if Client becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors; (d) upon one full calendar month's written notice for convenience.
  • 8.4. Post-Termination Data Handling: Upon termination, Client is responsible for securing necessary copies of their data. Computer Motivators may offer transition assistance as described in Section 4.2, billed at standard rates. Computer Motivators shall have no obligation or liability for Client Data after termination, except as required by law. Client must cease using any Computer Motivators provided software or property upon termination.

9. Proprietary Rights

Client acknowledges that Computer Motivators may utilize proprietary software, tools, methods, and documentation (collectively, "Computer Motivators Property") in delivering Services. Computer Motivators and its licensors retain all right, title, and interest, including all intellectual property rights, in the Computer Motivators Property. Client shall not copy, modify, reverse engineer, decompile, or create derivative works based on Computer Motivators Property, nor use it for any purpose other than receiving Services under this Agreement.

10. Confidentiality

Each party (the "Receiving Party") agrees to protect the confidential information of the other party (the "Disclosing Party") with reasonable care. Confidential Information includes business processes, Client Data, pricing, technical information, and the terms of this Agreement. This obligation does not apply to information that is publicly known, already known prior to disclosure, received from a third party without breach, or independently developed. The Receiving Party shall use Confidential Information only as necessary for this Agreement and limit disclosure to need-to-know personnel bound by confidentiality. This section survives termination.

11. Data Security & Client Responsibility

While Computer Motivators implements reasonable measures appropriate to the Services provided (especially under Proactive Plans) to mitigate cybersecurity risks, Client acknowledges that no system is perfectly secure. Computer Motivators explicitly disclaims liability for the loss, theft, corruption, or exposure of Client Data due to sophisticated cyber incidents like ransomware, zero-day exploits, phishing attacks targeting Client employees, or malware, unless such incident is proven to be a direct result of Computer Motivators' gross negligence or willful misconduct. Client is ultimately responsible for its own data security policies, employee training, compliance with data privacy laws (e.g., related to customer or employee data), and managing liabilities arising from data breaches. Computer Motivators does not handle Protected Health Information (PHI) as defined under HIPAA and assumes no liability related thereto.

12. Liability & Disclaimers

  • 12.1. Client Responsibility: Computer Motivators assumes no liability for Client's computer usage, activities, or consequences thereof, including damage, misuse, harmful actions, operational failures caused directly by the Client or its users, or failure to follow Computer Motivators' recommendations. Client acknowledges full responsibility for their equipment, data, and usage.
  • 12.2. Computer Motivators Responsibility: In instances where Computer Motivators' direct action demonstrably causes accidental hardware damage or significant software issues during service performance, Computer Motivators will, in good faith, work to rectify the issue or propose reasonable reimbursement, subject to the Limitations of Liability herein.
  • 12.3. DISCLAIMER OF WARRANTIES: EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT OR A SPECIFIC SOW, ALL SERVICES AND PRODUCTS ARE PROVIDED "AS IS" AND "WITH ALL FAULTS." COMPUTER MOTIVATORS EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPUTER MOTIVATORS DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
  • 12.4. Assumption of Risk: Client assumes total responsibility and risk for its use of the Services and the internet.

13. Limitation of Liability

IN NO EVENT SHALL COMPUTER MOTIVATORS BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS, LOST DATA, BUSINESS INTERRUPTION, OR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES/PRODUCTS PROVIDED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPUTER MOTIVATORS' MAXIMUM AGGREGATE LIABILITY UNDER ANY THEORY OF LAW (INCLUDING CONTRACT, TORT, OR STRICT LIABILITY) SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY CLIENT TO COMPUTER MOTIVATORS FOR THE SPECIFIC SERVICE GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. These limitations apply except where prohibited by law.

14. Indemnification by Client

Client agrees to indemnify, defend, and hold harmless Computer Motivators, its members, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Client's use of the Services or Products in violation of this Agreement or applicable law; (b) Client Data, including claims related to data privacy or infringement; (c) Any security breach or data loss not directly caused by Computer Motivators' gross negligence or willful misconduct; (d) The acts or omissions of Client, its employees, agents, or users.

15. Third-Party Products

Client acknowledges that Computer Motivators may procure, manage, or support third-party hardware, software, licenses, or services (e.g., Microsoft 365, backup platforms, hardware vendors). Computer Motivators is not the manufacturer or primary provider. Such Third-Party Products are subject to the third-party provider's terms and warranties. Computer Motivators provides Third-Party Products "AS IS" and disclaims warranty or liability related to them, except to pass through any available third-party warranties. Client agrees to comply with all third-party terms.

16. Force Majeure

Neither party shall be liable for failure or delay in performance (except for payment obligations) due to causes beyond its reasonable control, including acts of God, war, terrorism, riots, natural disasters, pandemics, strikes, or failures of essential infrastructure.

17. Non-Solicitation

During the term of this Agreement and for twelve (12) months thereafter, Client agrees not to directly or indirectly solicit for employment or hire any employee or primary independent contractor of Computer Motivators with whom Client had contact as part of the Services, without Computer Motivators' prior written consent.

18. Financial Flexibility & Assistance

Computer Motivators recognizes financial constraints can occur. If financial assistance or flexible payment arrangements are required, Client is strongly encouraged to reach out directly. Computer Motivators values Client business and is committed to finding mutually agreeable solutions where possible.

19. Waiver of Client Terms

Client explicitly waives the application of their own standard terms and conditions, if any. These Terms and Conditions represent the sole terms governing the relationship, unless explicitly modified in writing by Computer Motivators.

20. Performance & Claims

Computer Motivators commits to providing high-quality, timely services using reasonable skill and care but does not guarantee specific outcomes or results, as IT environments are complex. Computer Motivators is not obligated to participate as a third party in disputes between Client and Client's end consumers or other third parties. Any claims by Client related to service delivery must be submitted in writing to Computer Motivators via recorded delivery or confirmed email within eight (8) days of the specific service provision date in question.

21. Governing Law & Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict of laws principles. The parties agree to first attempt to resolve any dispute arising under this Agreement through good faith negotiation between authorized representatives. If negotiation fails within thirty (30) days, any legal action or proceeding shall be brought exclusively in the state or federal courts located in Oakland County, Michigan. The parties consent to the exclusive jurisdiction and venue of such courts. Any claim must be brought within one (1) year after the cause of action accrues.

22. Standard Legal Clauses

  • 22.1. Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements or representations.
  • 22.2. Severability: If any provision is held invalid or unenforceable, the remaining provisions shall remain in effect.
  • 22.3. Waiver: No waiver of any breach shall constitute a waiver of any subsequent breach. Waivers must be in writing.
  • 22.4. Assignment: Client may not assign this Agreement without prior written consent. Computer Motivators may assign this Agreement without consent in connection with a merger, acquisition, or sale of substantially all its assets.
  • 22.5. Modifications: Computer Motivators may modify these Terms by providing reasonable notice (e.g., via email or website posting). Client's continued use of Services after notice constitutes acceptance. Client-requested modifications require a written amendment signed by both parties.
  • 22.6. Survival: Sections related to Payment, Confidentiality, Proprietary Rights, Liability, Disclaimers, Limitation of Liability, Indemnification, Governing Law, Dispute Resolution, and Non-Solicitation shall survive termination or expiration of this Agreement.

23. Contact Information

For questions or clarifications regarding these Terms and Conditions, please contact Computer Motivators, LLC directly via the information located on www.computermotivators.com.