VERDE COMPUTE · SOVEREIGN AI INFRASTRUCTURE · EST. 2026 · DELAWARE, USA
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Begin Engagement
Contents
  • 1. Overview
  • 2. Eligibility
  • 3. Services
  • 4. Contract Structure
  • 5. Payment Terms
  • 6. Intellectual Property
  • 7. Confidentiality
  • 8. Compliance
  • 9. Liability
  • 10. Termination
  • 11. Dispute Resolution
  • 12. Governing Law
  • 13. Indemnification
  • 14. Force Majeure
  • 15. Entire Agreement
  • 16. Severability
  • 17. Waiver
  • 18. Assignment
  • 19. Contact

Terms of Engagement

Last updated: August 2026 · Verde Compute, Inc. · Delaware, United States

These Terms of Engagement govern general use of verdecompute.com and preliminary engagement with Verde Compute. Active client relationships are governed by individually negotiated Master Service Agreements, Technical Statements of Work, and Take-or-Pay Revenue Commitment agreements — which supersede these Terms where applicable.

Forward-Looking Statements — Important Notice
This website contains forward-looking statements regarding Verde Compute's planned operational standards, infrastructure capabilities, engineering certifications, legal structures, insurance framework, and engagement timelines. These statements reflect Verde Compute's design intent and operational model as currently planned. They do not constitute representations of current operational status, nor warranties of any kind, unless explicitly confirmed in a fully executed Master Services Agreement (MSA). Verde Compute, Inc. is a pre-operational company; all described capabilities, certifications, vendor relationships, and structures are forward-looking and subject to change. No reliance should be placed on this website's content as a statement of fact regarding current operations. No representation or description on this website constitutes a guarantee of service delivery, financial return, insurance coverage, or contractual outcome. Past intent and planned structures do not guarantee future performance.

1. Overview

Verde Compute, Inc. ("Verde Compute," "we," "us," or "our") is a Delaware corporation incorporated under the laws of the State of Delaware, engaged in the development and operation of dedicated enterprise AI infrastructure services. These Terms of Engagement ("Terms") govern your access to and use of verdecompute.com and your submission of enterprise inquiries through our engagement process.

By accessing this website or submitting an inquiry, you represent that you have the authority to bind your organization to these Terms.

2. Eligibility

Verde Compute works exclusively with registered corporate entities. By submitting an engagement inquiry, you represent and warrant that:

  • Your organization is a registered legal entity in good standing
  • Your organization possesses investment-grade financial capacity for a multi-year Take-or-Pay commitment
  • You are authorized to represent your organization in connection with this inquiry
  • Your organization is not listed on any US Treasury OFAC sanctions list
  • Your engagement does not violate US export control regulations (EAR/ITAR)

3. Services Description

Verde Compute provides dedicated bare-metal AI compute infrastructure, including hardware, software, and engineering services, on a long-term exclusive basis. All services are provided on a dedicated, non-shared basis. Specific service scope, specifications, and SLAs are defined in individually negotiated technical and commercial agreements.

The content of this website describes Verde Compute's service model and is provided for informational purposes only. It does not constitute an offer or guarantee of specific services or pricing.

4. Contract Structure

Active Verde Compute client engagements are governed by a five-pillar legal framework:

  • Master Service Agreement (MSA)
  • Technical Statement of Work (SOW)
  • Take-or-Pay Revenue Commitment (fixed-capacity billing commitment regardless of utilization, as defined in the applicable MSA)
  • Institutional Financial Security Layer (as defined in the applicable MSA)
  • Asset Protection Agreement (as defined in the applicable MSA)

Each Verde Compute client engagement is intended to be structured through a newly incorporated, legally independent Special Purpose Vehicle (SPV) — a Delaware limited liability company formed at the commencement of each engagement. This structure is designed to ensure complete isolation of assets, liabilities, and contractual obligations between client engagements. SPV formation and structure are subject to final legal counsel confirmation and are confirmed in the applicable MSA prior to execution.

5. Payment Terms

All fees, invoices, and financial obligations are denominated in United States Dollars (USD) unless otherwise agreed in writing. Payment terms, invoicing schedules, and financial obligations are defined in each client's Take-or-Pay Revenue Commitment agreement. Verde Compute does not publish standard pricing; all commercial terms are individually negotiated. There are no variable costs, overages, or surprise billing under the Verde Compute model.

6. Intellectual Property

Client AI models, training data, weights, application code, and proprietary algorithms remain the exclusive intellectual property of the client at all times. Verde Compute claims no rights to, and does not access, analyze, or use, any client intellectual property.

Verde Compute's own technology, processes, infrastructure configurations, and documentation are proprietary to Verde Compute, Inc.

7. Confidentiality

All information exchanged during the engagement process is treated as confidential. Formal mutual non-disclosure agreements are executed prior to the Technical Deep-Dive phase. Verde Compute does not disclose client identity, engagement details, or workload information to any third party without explicit written consent, except as required by law.

8. Compliance Obligations

All engagements are subject to United States export control regulations (EAR/ITAR) and OFAC compliance screening. Verde Compute reserves the right to decline or terminate any engagement that presents compliance risk under applicable US law. Clients are responsible for ensuring their use of Verde Compute infrastructure complies with all applicable laws and regulations in their jurisdiction.

9. Limitation of Liability

The content of this website is provided "as is" for informational and preliminary engagement purposes without warranty of any kind. Verde Compute makes no representations or warranties, express or implied, regarding the accuracy, completeness, or fitness for any particular purpose of any information on this website.

Verde Compute, Inc. is a pre-operational company. Website content describes a planned operational model and does not represent current service delivery. To the maximum extent permitted by applicable law, Verde Compute and its officers, directors, and affiliates shall not be liable for any damages arising from use of or reliance on this website or its pre-contractual content.

Verde Compute operates a comprehensive 20-policy insurance and financial protection framework across each client engagement — covering business interruption (force majeure extension), delay in start-up (DSU), cyber-physical coverage, contingent BI, and employment practices liability (EPLI). Clients are named Additional Insured on the Cyber Liability, Commercial General Liability (CGL), and Commercial Property layers. Specific insurance terms, carrier details, coverage limits, and effective dates are confirmed in the applicable Master Services Agreement following engagement qualification and are subject to final underwriting.

Liability in connection with active client engagements will be defined and governed by the applicable Master Services Agreement, which will include a negotiated liability framework proportionate to the engagement value.

10. Termination of Access

Verde Compute reserves the right to restrict access to verdecompute.com or decline engagement inquiries at its sole discretion, including for compliance, eligibility, or capacity reasons. This does not constitute a claim or guarantee of service availability.

11. Dispute Resolution

Any dispute arising from use of this website or these Terms shall be subject to binding arbitration seated in Wilmington, Delaware, United States, administered by a nationally recognized arbitration organization. The specific arbitration rules, procedures, and administering institution applicable to active client engagements shall be agreed upon by the parties and specified in the applicable Master Services Agreement. Class action proceedings and jury trials are expressly waived. Verde Compute is committed to efficient, institutionally appropriate dispute resolution; the precise mechanism will be confirmed at engagement in consultation with all financing and contractual counterparties.

12. Governing Law

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict of law provisions. For active client engagements, governing law is specified in the applicable Master Service Agreement.

13. Indemnification

You agree to indemnify, defend, and hold harmless Verde Compute, Inc. and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys’ fees) arising out of or in any way connected with: (a) your access to or use of this website; (b) your submission of any engagement inquiry; (c) your violation of these Terms; or (d) any misrepresentation made by you in connection with an inquiry. This indemnification obligation will survive termination of any engagement or expiration of these Terms.

The indemnification obligations applicable to active client engagements, including mutual indemnification provisions, cross-indemnities, and carve-outs, will be set forth in the applicable Master Services Agreement.

14. Force Majeure

Neither Verde Compute nor any prospective client shall be held liable for any delay or failure in performance resulting from causes beyond the reasonable control of the affected party, including but not limited to: acts of God, natural disasters, government actions, war, terrorism, civil unrest, epidemics or pandemics, power grid failures, supply chain disruptions (including semiconductor and hardware allocation delays), Internet or telecommunications infrastructure outages, or actions of third-party vendors or OEM partners.

The party affected by a force majeure event shall promptly notify the other party in writing and shall use commercially reasonable efforts to resume performance as soon as practicable. Force majeure provisions applicable to active client engagements, including notice periods, cure timelines, and termination rights, will be specified in the applicable Master Services Agreement.

15. Entire Agreement

These Terms of Engagement, together with Verde Compute’s Privacy Policy, constitute the entire agreement between you and Verde Compute with respect to your use of this website and submission of pre-contractual inquiries. These Terms supersede all prior or contemporaneous written or oral communications regarding their subject matter, including any email correspondence, marketing materials, or informal representations.

For active client engagements, the Master Services Agreement, Technical Statement of Work, and Take-or-Pay Revenue Commitment documents collectively constitute the entire agreement between the parties with respect to the subject matter thereof, and supersede these Terms to the extent of any conflict.

16. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, shall be severed from these Terms. The remaining provisions of these Terms shall continue in full force and effect. The invalidity of any provision in one jurisdiction shall not affect the validity of that provision in any other jurisdiction.

17. Waiver

No failure or delay by Verde Compute in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy. No single or partial exercise of any right shall preclude any other or further exercise of that right or the exercise of any other right. Any waiver of a breach of these Terms shall not be deemed a waiver of any subsequent breach of the same or any other provision.

18. Assignment

You may not assign, transfer, delegate, or sublicense any of your rights or obligations under these Terms without the prior written consent of Verde Compute. Verde Compute may assign or transfer its rights and obligations under these Terms, in whole or in part, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, upon written notice to you. Any purported assignment in violation of this section shall be null and void. Assignment restrictions applicable to active client engagements will be governed by the applicable Master Services Agreement.

19. Contact

For legal and contractual inquiries:

  • Email: legal@verdecompute.com
  • partners@verdecompute.com
  • Verde Compute, Inc. · Incorporated in the State of Delaware, United States
  • Correspondence: legal@verdecompute.com · Response within 5 business days
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Verde Compute, Inc. is a Delaware corporation. Each client engagement is intended to be structured through a newly formed, legally independent Delaware SPV. Computing resources are to be deployed via binding multi-year Take-or-Pay Offtake Agreements structured through institutional Tripartite Escrow. All described structures are forward-looking and subject to final MSA execution. Verde Compute is not a FedRAMP, DoD IL5, or HIPAA administrative guarantor. Governing law: State of Delaware, United States — binding arbitration, Wilmington, Delaware.

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