Last updated: 2/7/2025

Last updated: 2/7/2025

Terms and Conditions

Terms and Conditions

Terms and Conditions

These Terms and Conditions (“Terms”) apply to your access to and use of the website located at gnarlysoft.com, all associated websites and subdomains, and any services or engagements provided by Gnarlysoft LLC (“Gnarlysoft,” “we,” “us,” “our”). By accessing or using our website or Services, you agree to be bound by these Terms. If you have executed a separate Master Service Agreement (“MSA”) and Statement of Work (“SOW”) with Gnarlysoft, and if any provision of these Terms conflicts with the MSA or SOW, the terms of the MSA or SOW will control to the extent of the conflict.

These Terms and Conditions (“Terms”) apply to your access to and use of the website located at gnarlysoft.com, all associated websites and subdomains, and any services or engagements provided by Gnarlysoft LLC (“Gnarlysoft,” “we,” “us,” “our”). By accessing or using our website or Services, you agree to be bound by these Terms. If you have executed a separate Master Service Agreement (“MSA”) and Statement of Work (“SOW”) with Gnarlysoft, and if any provision of these Terms conflicts with the MSA or SOW, the terms of the MSA or SOW will control to the extent of the conflict.

  1. Acceptance of Terms

  1. Acceptance of Terms

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. Our Services

  1. Our Services

1. Overview

Gnarlysoft provides services including, but not limited to:

  • Software Development and AI Solutions

  • Automation and Consulting

  • Design and UX Services

  • Post-Development Maintenance Plans


2. Statements of Work

  • Services Defined: For each project, the specific scope, Deliverables, pricing, and payment structure are defined in a SOW referencing the MSA.

  • Time & Materials: In many cases, Services are billed on a Time & Materials basis, meaning the final invoice may vary from estimated hours.

  • Design-Only SOWs: Gnarlysoft may perform design-only engagements under a distinct SOW. In such cases, the Client will receive designs (e.g., Figma files) to use with Gnarlysoft or any third-party developer.


3. Maintenance Plans (Stripe Subscriptions)

  • Plan Tiers: Essential, Standard, Premium, or Enterprise, each with its own monthly fee and included “dev hours.”

  • Payment: Maintenance plan subscriptions are typically processed via Stripe on a recurring monthly basis.

  • Cancellation: Must be requested in writing via support@gnarlysoft.com. No self-serve cancellation is available.


4. Design & Development Outside Stripe

  • Primary Invoicing: Unless otherwise agreed in writing, design and development SOWs are invoiced via ACH or wire transfer.

  • Credit Card Payments: If a client chooses to pay an invoice via Stripe using a credit card, a 3% processing fee will be added to cover credit card fees.

1. Overview

Gnarlysoft provides services including, but not limited to:

  • Software Development and AI Solutions

  • Automation and Consulting

  • Design and UX Services

  • Post-Development Maintenance Plans


2. Statements of Work

  • Services Defined: For each project, the specific scope, Deliverables, pricing, and payment structure are defined in a SOW referencing the MSA.

  • Time & Materials: In many cases, Services are billed on a Time & Materials basis, meaning the final invoice may vary from estimated hours.

  • Design-Only SOWs: Gnarlysoft may perform design-only engagements under a distinct SOW. In such cases, the Client will receive designs (e.g., Figma files) to use with Gnarlysoft or any third-party developer.


3. Maintenance Plans (Stripe Subscriptions)

  • Plan Tiers: Essential, Standard, Premium, or Enterprise, each with its own monthly fee and included “dev hours.”

  • Payment: Maintenance plan subscriptions are typically processed via Stripe on a recurring monthly basis.

  • Cancellation: Must be requested in writing via support@gnarlysoft.com. No self-serve cancellation is available.


4. Design & Development Outside Stripe

  • Primary Invoicing: Unless otherwise agreed in writing, design and development SOWs are invoiced via ACH or wire transfer.

  • Credit Card Payments: If a client chooses to pay an invoice via Stripe using a credit card, a 3% processing fee will be added to cover credit card fees.

  1. Payment Terms

  1. Payment Terms

1. Billing and Invoicing

  • Invoices: Gnarlysoft generally issues invoices on a monthly basis or as otherwise specified in the SOW.

  • Payment Due: Unless otherwise stated in the invoice or SOW, payment is due within ten (10) days of the invoice date (“Net 10”).

  • ACH/Wire vs. Credit Card: Where a separate MSA/SOW requires ACH or wire transfers, those payment methods prevail. Clients who wish to pay by credit card may do so via Stripe, subject to an additional 3% fee.


2. Late Payments

  • Interest: Any overdue invoice may incur a late fee of 1.5% per month (or the highest rate allowed by law, if lower).

  • Suspension of Services: Gnarlysoft reserves the right to suspend or terminate Services if an invoice remains unpaid beyond its due date.


3. Time & Materials

  • Estimates: Any estimates are provided in good faith but are not guaranteed. Actual hours may exceed estimates.

  • Hourly Increases: Gnarlysoft may periodically adjust hourly rates (e.g., for cost-of-living or inflation), typically with at least thirty (30) days’ prior notice.


4. Ownership Upon Full Payment

  • Deliverables, including but not limited to software code, designs, or documentation, typically transfer to the client only after full payment of all amounts due, as specified in the MSA or SOW.

1. Billing and Invoicing

  • Invoices: Gnarlysoft generally issues invoices on a monthly basis or as otherwise specified in the SOW.

  • Payment Due: Unless otherwise stated in the invoice or SOW, payment is due within ten (10) days of the invoice date (“Net 10”).

  • ACH/Wire vs. Credit Card: Where a separate MSA/SOW requires ACH or wire transfers, those payment methods prevail. Clients who wish to pay by credit card may do so via Stripe, subject to an additional 3% fee.


2. Late Payments

  • Interest: Any overdue invoice may incur a late fee of 1.5% per month (or the highest rate allowed by law, if lower).

  • Suspension of Services: Gnarlysoft reserves the right to suspend or terminate Services if an invoice remains unpaid beyond its due date.


3. Time & Materials

  • Estimates: Any estimates are provided in good faith but are not guaranteed. Actual hours may exceed estimates.

  • Hourly Increases: Gnarlysoft may periodically adjust hourly rates (e.g., for cost-of-living or inflation), typically with at least thirty (30) days’ prior notice.


4. Ownership Upon Full Payment

  • Deliverables, including but not limited to software code, designs, or documentation, typically transfer to the client only after full payment of all amounts due, as specified in the MSA or SOW.

  1. Intellectual Property

  1. Intellectual Property

1. Deliverables

  • Work-Made-For-Hire (As Applicable): Where stated in the MSA/SOW, Deliverables are deemed “work-made-for-hire” (to the extent permitted by law).

  • Transfer of Ownership: Client ownership in Deliverables is subject to the full payment of all outstanding fees. If payment is not made, Gnarlysoft retains all rights, title, and interest in the Deliverables.


2. Gnarlysoft IP and Know-How

  • Retention of Rights: Gnarlysoft retains ownership of its pre-existing intellectual property, including methodologies, frameworks, Know-How, code libraries, internal tools (“Development Tools”), and other proprietary assets.

  • License: To the extent any Gnarlysoft IP or Know-How is embedded in the Deliverables, Gnarlysoft grants the Client a perpetual, non-exclusive, royalty-free license to use that IP as part of the Deliverables. The license terms for such embedded IP are further detailed in the applicable MSA or SOW.


3. Third-Party Software

  • Open Source or Commercial Licenses: Deliverables may include third-party software licensed under open-source or commercial terms. Client’s rights and obligations with respect to such third-party components are subject to their respective licenses.

  • No Warranties: Gnarlysoft makes no warranties regarding third-party software included in the Deliverables beyond what is provided by the original licensor.

1. Deliverables

  • Work-Made-For-Hire (As Applicable): Where stated in the MSA/SOW, Deliverables are deemed “work-made-for-hire” (to the extent permitted by law).

  • Transfer of Ownership: Client ownership in Deliverables is subject to the full payment of all outstanding fees. If payment is not made, Gnarlysoft retains all rights, title, and interest in the Deliverables.


2. Gnarlysoft IP and Know-How

  • Retention of Rights: Gnarlysoft retains ownership of its pre-existing intellectual property, including methodologies, frameworks, Know-How, code libraries, internal tools (“Development Tools”), and other proprietary assets.

  • License: To the extent any Gnarlysoft IP or Know-How is embedded in the Deliverables, Gnarlysoft grants the Client a perpetual, non-exclusive, royalty-free license to use that IP as part of the Deliverables. The license terms for such embedded IP are further detailed in the applicable MSA or SOW.


3. Third-Party Software

  • Open Source or Commercial Licenses: Deliverables may include third-party software licensed under open-source or commercial terms. Client’s rights and obligations with respect to such third-party components are subject to their respective licenses.

  • No Warranties: Gnarlysoft makes no warranties regarding third-party software included in the Deliverables beyond what is provided by the original licensor.

  1. Confidentiality

  1. Confidentiality

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. Limitation of Liability

  1. Limitation of Liability

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. Disclaimers

  1. Disclaimers

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.

  1. Non-Solicitation (Where Applicable)

  1. Non-Solicitation (Where Applicable)

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. Termination

  1. Termination

1. Termination by Gnarlysoft

We may suspend or terminate your access to our Services immediately if you fail to pay any subscription or invoice when due, or otherwise breach these Terms. In such event, all licenses granted to you under these Terms will terminate.


2. Termination by Client

  • Maintenance Plans: Cancellation requests for monthly subscriptions must be sent to support@gnarlysoft.com. Your plan will remain active until the end of the current billing cycle, unless otherwise specified.

  • Design/Development SOWs: Any termination of design or development work is governed by the notice provisions, termination fees, and processes set forth in the applicable MSA or SOW.


3. Effect of Termination

  • Outstanding Fees: Upon termination, you remain responsible for any fees accrued up to the date of termination, including any applicable late fees, interest, or other charges.

  • Return of Confidential Information: Each party will return or destroy the other party’s Confidential Information consistent with the MSA or NDA.

1. Termination by Gnarlysoft

We may suspend or terminate your access to our Services immediately if you fail to pay any subscription or invoice when due, or otherwise breach these Terms. In such event, all licenses granted to you under these Terms will terminate.


2. Termination by Client

  • Maintenance Plans: Cancellation requests for monthly subscriptions must be sent to support@gnarlysoft.com. Your plan will remain active until the end of the current billing cycle, unless otherwise specified.

  • Design/Development SOWs: Any termination of design or development work is governed by the notice provisions, termination fees, and processes set forth in the applicable MSA or SOW.


3. Effect of Termination

  • Outstanding Fees: Upon termination, you remain responsible for any fees accrued up to the date of termination, including any applicable late fees, interest, or other charges.

  • Return of Confidential Information: Each party will return or destroy the other party’s Confidential Information consistent with the MSA or NDA.

  1. Governing Law & Dispute Resolution

  1. Governing Law & Dispute Resolution

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.

  1. Changes to These Terms

  1. Changes to These Terms

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. Miscellaneous

  1. Miscellaneous

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

941 West Morse Boulevard

Suite 100, #473

Winter Park, FL 32789

941 West Morse Boulevard

Suite 100, #473

Winter Park, FL 32789

941 West Morse Boulevard

Suite 100, #473

Winter Park, FL 32789

©2025 Gnarlysoft LLC. All rights reserved.