Terms & Conditions

Acceptance

These Terms of Use ("Terms") govern your access to and use of the Babbage client portal operated by Babbage, LLC, a Nevada limited liability company ("Babbage", "we", "us"). By accessing the portal, opening a link we send you, submitting an intake form, or accepting a document through the portal, you agree to these Terms.

If you are using the portal on behalf of a business or other entity, you represent that you are authorized to bind that entity, and "you" means both you and that entity. If you do not agree to these Terms, do not use the portal.

Relationship to your service agreement

These Terms cover the portal — the software you are using to review, complete, and sign documents. They do not describe the services Babbage provides to you.

The websites, hosting, maintenance, and support Babbage furnishes are governed solely by the Free Website and Hosting Agreement you execute through this portal, including its Schedule A (the "Service Agreement"). If anything in these Terms conflicts with the Service Agreement, the Service Agreement controls with respect to the services, fees, deliverables, and the commercial relationship between us. Nothing on this page modifies, supplements, or waives any part of an executed Service Agreement.

The portal and who may use it

The portal is a business tool for prospective and current Babbage clients and their authorized representatives. It is used to collect project intake information, present proposals and contracts, capture electronic acceptance of those documents, and deliver signed copies. It is not intended for consumers or for anyone under 16, and it is offered for business purposes only.

Electronic signatures and records

The portal executes agreements by clickwrap. When you scroll through a document and click the acceptance control — for example "I Agree & Execute" — that action is your signature and constitutes execution of that document under the federal ESIGN Act and applicable UETA enactments. It has the same legal effect as a handwritten signature.

By using the portal you consent to transact electronically with Babbage and to receive contracts, notices, and other records in electronic form. To access and retain those records you need a current web browser, an internet connection, a working email address, and the ability to view and save PDF files. If you would prefer a paper copy of a document you signed, or if you want to withdraw your consent to transact electronically, contact us at the address below; withdrawing consent does not affect the validity of anything you already signed.

When you accept a document, we create a signature-evidence record: your name, title, and email, which acceptance checkboxes you ticked, a cryptographic hash identifying the exact version of the document you saw, the date and time, and the IP address and browser the acceptance came from. You should download and keep your own copy of every document you sign. We also retain copies and can send you another on request at [email protected].

Secure links and account security

Access to your intake, proposal, and contract is granted through expiring secure links rather than a password. Treat those links as confidential — anyone holding a valid link can view and potentially sign the document it points to. Links expire on their own, and we may revoke a link at any time. You are responsible for keeping your links and email account secure and for activity conducted through a link issued to you. Tell us promptly at the address below if you believe a link has been misused or has reached someone who should not have it.

Accuracy of the information you provide

You agree that the information you enter in the portal — including your legal entity name, entity type, jurisdiction, billing email, and the identity and title of the person signing — is accurate, current, and complete, and that the person named as signer is authorized to bind the party on whose behalf they are signing. We rely on this information to prepare your contract, and errors in it may affect the enforceability of documents you sign or delay your project.

Fees and payment

The portal itself is provided at no charge. Fees for Babbage services, the billing cadence, the billing commencement date, minimum terms, renewal, and refund treatment are set out entirely in your Service Agreement and its Schedule A. Pricing shown in the portal before you sign is an offer subject to the terms of the agreement you ultimately execute, and it may change until you execute it.

Acceptable use

You agree not to:

• Use the portal for any unlawful purpose or in violation of these Terms.
• Sign a document on behalf of a party you are not authorized to bind, or impersonate any person or entity.
• Attempt to access another party’s intake, proposal, contract, or signed documents, or any administrative area of the portal.
• Probe, scan, or test the vulnerability of the portal, or breach or circumvent its security or authentication measures.
• Interfere with the operation of the portal, including through automated scraping, denial-of-service activity, or excessive request volume.
• Introduce malware or any other harmful code, or upload content you do not have the rights to provide.
• Reverse engineer, decompile, or copy the portal or its underlying software.

Intellectual property

The portal, its software, design, templates, and contract forms are owned by Babbage and protected by intellectual property law. We grant you a limited, non-exclusive, non-transferable, revocable license to use the portal for the purpose of reviewing, completing, and executing documents with Babbage. No other rights are granted.

Content you submit through the portal remains yours. You grant us the rights necessary to use it to prepare your documents, provide the services, and maintain our records.

Ownership of anything Babbage builds for you as a client — including the website, deliverables, and any Babbage materials incorporated into them — is governed by the Service Agreement, not by these Terms.

Third-party services

The portal relies on third-party infrastructure for hosting, data storage, and internal notifications, and it may link to third-party sites. We are not responsible for the content, availability, or practices of third-party sites, and a link is not an endorsement. Your use of a third-party site is governed by that party’s own terms.

Warranties and disclaimers

The portal is provided "as is" and "as available." To the maximum extent permitted by law, Babbage disclaims all warranties, express or implied, including any warranty of merchantability, fitness for a particular purpose, non-infringement, accuracy, availability, or uninterrupted or error-free operation. We do not warrant that the portal will be available at any particular time, that defects will be corrected, or that it will be free of harmful components. Nothing in the portal is legal advice, and you should have your own counsel review any agreement before you sign it.

Limitation of liability

To the maximum extent permitted by law, Babbage’s aggregate liability arising out of or relating to the portal or these Terms shall not exceed the amounts you actually paid Babbage in the twelve (12) months preceding the claim, and Babbage shall have no liability for any indirect, incidental, consequential, special, exemplary, punitive, lost-profit, lost-revenue, lost-data, business-interruption, reputational, or third-party damages under any theory of liability. Some jurisdictions do not allow certain of these exclusions, in which case they apply to the fullest extent permitted.

Indemnification

You will defend, indemnify, and hold harmless Babbage and its affiliates, owners, managers, members, employees, and contractors from all claims, losses, liabilities, damages, costs, and expenses, including reasonable attorneys’ fees, arising from your use of the portal, the content or information you submit through it, your breach of these Terms, or any signature made through your access that you later contest.

Term and termination

These Terms apply for as long as you use the portal. We may suspend or terminate your access to the portal at any time, with or without notice, including if we believe you have breached these Terms or if a secure link has been compromised. Termination of portal access does not terminate, suspend, or otherwise affect any executed Service Agreement, which is governed by its own termination provisions. The sections on electronic signatures and records, intellectual property, disclaimers, limitation of liability, indemnification, and governing law survive termination.

Changes to the portal and these Terms

We may modify or discontinue the portal or any part of it at any time. We may also update these Terms; when we do, we will revise the effective date at the top of this page, and your continued use of the portal after that date constitutes acceptance of the updated Terms. Changes to these Terms never alter the terms of a document you have already executed — that document is fixed as of the version you signed, which is why we record a hash of it.

Governing law and disputes

These Terms are governed by Nevada law without regard to conflict-of-laws rules. Exclusive venue for any action arising out of or relating to these Terms lies in the state and federal courts located in Clark County, Nevada; you consent to personal jurisdiction there and WAIVE TRIAL BY JURY. The prevailing party in any such action is entitled to recover its reasonable attorneys’ fees and costs. If any provision of these Terms is held unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder will stay in effect.

Contact

General questions about these Terms, and notice of a compromised or misdirected link, can be sent to [email protected]. Questions about a specific contract, or a request for a copy of a document you signed, can be sent to [email protected]. If a link may have reached someone who should not have it, treat it as urgent and write to us at either address.