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1. Legal Agreement
These Terms form a legally binding agreement between you (“you, "user" , "client", or "customer”) and Gnarlysoft. By accessing or using our Services, you represent that you have read, understood, and agree to be bound by these Terms and all applicable laws and regulations.
2. Eligibility
You must be at least 18 years of age (or the age of majority in your jurisdiction) to use our Services. By using our Services, you represent and warrant that you are legally capable of entering into a binding contract and are not barred from doing so under any applicable laws.
3. Master Service Agreement and Statements of Work
Superseding Documents: For clients who enter into an MSA and one or more SOWs with Gnarlysoft, those documents will govern the specific Services, Deliverables, payment terms, IP ownership, confidentiality, and other key provisions.
Conflict: If there is any inconsistency or direct conflict between these Terms and the MSA or SOW, the MSA or SOW (as applicable) will control.
1. Definition
“Confidential Information” includes all non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is clearly identified or reasonably understood to be confidential, including, but not limited to, financial data, source code, development plans, or proprietary processes.
2. Obligations
Use and Protection: The Receiving Party agrees to use Disclosing Party’s Confidential Information only for the purposes outlined in the MSA/SOW, and to protect such information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care.
Exceptions: Confidential Information does not include information that is or becomes publicly available without the Receiving Party’s breach, was already lawfully in the Receiving Party’s possession, or was independently developed without reference to the Disclosing Party’s confidential materials. Further exclusions and obligations may be specified in the MSA.
3. Non-Disclosure Agreement (NDA)
If a separate NDA is in place between the parties, that NDA (or the confidentiality section of the MSA) will govern the obligations concerning Confidential Information. In case of conflict between these Terms and that NDA, the NDA or MSA terms control.
1. Indirect Damages
Gnarlysoft shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to lost profits, loss of data, or interruption of business, even if advised of the possibility of such damages.
2. Liability Cap
Except as otherwise stated in the MSA, Gnarlysoft’s maximum cumulative liability for any claims arising out of or related to these Terms or the Services shall not exceed the total fees paid to Gnarlysoft by the Client in the three (3) months immediately preceding the event giving rise to such liability (or as otherwise specified in the MSA).
3. MSA/SOW Controls
If the MSA or SOW provides different or additional limitations of liability, those provisions control to the extent of any conflict.
1. As-Is Services
Except as expressly provided in an MSA or SOW, the Services are provided “as is” and “as available,” without warranties of any kind, either express or implied. Gnarlysoft specifically disclaims any warranties of merchantability, fitness for a particular purpose, or non-infringement.
2. No Security Guarantees
Gnarlysoft does not warrant that any code, software, or Deliverables it provides are free of viruses, vulnerabilities, or harmful components, nor that they will be immune to hacking or unauthorized access by third parties, except as explicitly stated in the MSA/SOW.
3. Client Responsibilities
Clients are solely responsible for:
Maintaining backups or redundancy, unless otherwise stated in the SOW.
Procuring all necessary third-party licenses.
Testing Deliverables prior to live deployment, unless a separate testing agreement is in place.
During the term of any SOW (and for one (1) year thereafter), neither party shall directly or indirectly solicit, recruit, or hire any employee or contractor of the other party who was involved in performing or receiving the Services under the SOW. If non-solicitation terms are outlined in the MSA, those terms will control.
1. Governing Law
These Terms and any disputes arising hereunder shall be governed by the laws of the State of Florida, USA, without regard to its conflict of laws principles. If your MSA specifies a different governing law or venue, that provision will control for disputes arising out of the MSA/SOW.
2. Dispute Resolution
In the event of a dispute, both parties agree to first attempt to resolve it through good-faith negotiations. If such negotiations fail, disputes may be resolved via arbitration or litigation as stated in the MSA or, if no MSA is applicable, in a court of competent jurisdiction in Florida.
Gnarlysoft may modify these Terms at any time by posting the revised Terms at gnarlysoft.com and updating the “Last Updated” date above. Your continued use of our Services after the posting of any changes indicates your acceptance of the revised Terms.
1. Entire Agreement
These Terms, together with any MSA or SOW you enter into with Gnarlysoft, constitute the entire agreement between the parties regarding your use of our Services. No oral or written information or advice given by Gnarlysoft or its representatives shall create a warranty not expressly stated herein.
2. Severability
If any provision of these Terms is held invalid or unenforceable under applicable law, that provision shall be deemed severed from these Terms, and the remaining provisions shall continue in full force and effect.
3. Waiver
The failure by Gnarlysoft to enforce any right or provision of these Terms shall not constitute a waiver of future enforcement of that right or provision.
4. Assignment
You may not assign or transfer any rights or obligations under these Terms without Gnarlysoft’s prior written consent. Gnarlysoft may assign or transfer its obligations under these Terms as part of a merger, acquisition, corporate reorganization, or sale of assets.
5. Relationship of the Parties
Nothing in these Terms shall be construed to create any employment, partnership, joint venture, or agency relationship between you and Gnarlysoft. We act solely as an independent contractor.
6. Contact Information
For questions regarding these Terms or any issues, please contact:
Gnarlysoft LLC
Email: support@gnarlysoft.com
Address:
941 W Morse Blvd
Suite 100, #473
Winter Park, FL 32789
©2025 Gnarlysoft LLC. All rights reserved.