Terms of Service

1. Agreement

These Terms of Service ("Terms") govern your access to and use of Gargantua Group websites, software, and professional services (the "Services"). By accessing or using the Services, you agree to these Terms.

2. Scope; Order of Precedence

Specific Services may be described in statements of work, order forms, or license terms (each, an "Order"). If there is a conflict between an Order and these Terms, the Order controls with respect to the applicable Services.

3. Accounts; Acceptable Use

• You are responsible for safeguarding credentials and activity under your account.
• You will not misuse the Services, attempt to bypass security, or reverse engineer except as permitted by law.
• You will comply with all applicable laws, including export controls and sanctions.

4. Fees; Taxes

Fees are as specified in an Order. Unless stated otherwise, invoices are due net‑30 days. Late amounts may accrue interest at 1.5% per month (or the maximum allowed). Fees exclude taxes; you are responsible for applicable taxes other than taxes on our income.

5. Intellectual Property; License

We and our licensors own the Services and related intellectual property. Except as expressly granted in an Order, no rights are transferred. Unless otherwise agreed, deliverables are licensed, not sold, and we reserve all rights not expressly granted.

6. Deliverables and Outputs

Any recommendations, analyses, models, or code provided are for your internal use and depend on underlying assumptions, data quality, and implementation choices. You are responsible for validating outputs and decisions derived from them.

7. Feedback

If you provide suggestions or feedback, you grant us a worldwide, royalty‑free, perpetual license to use and incorporate them without restriction.

8. Confidentiality

Each party may receive confidential information from the other. The receiving party will protect such information using at least reasonable care and will use it only to perform under these Terms or an Order. These obligations do not apply to information that is publicly available, rightfully received from a third party, independently developed, or disclosed under legal process (with notice where lawful).

9. Data Protection

We handle personal information as described in our Privacy Policy. If we process personal information on your behalf, the parties will execute a data processing addendum as required by law.

10. Third‑Party Services; Open Source

Third‑party services or components are subject to their own terms. Open‑source components included in the Services are licensed under their applicable licenses. We are not responsible for third‑party products or services.

11. Warranties; Disclaimers

We will perform professional services in a professional and workmanlike manner. EXCEPT FOR THE FOREGOING, THE SERVICES AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE ERROR‑FREE OR MEET YOUR REQUIREMENTS.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS BEFORE THE EVENT.

13. Indemnification

Each party will defend and indemnify the other from third‑party claims to the extent arising from the indemnifying party’s violation of law or these Terms. We will defend and indemnify you against claims that our Services infringe a third party’s intellectual property rights, subject to exclusions for modifications not made by us, combinations not provided by us, or use not in accordance with documentation.

14. Term; Suspension; Termination

These Terms apply while you use the Services. Either party may suspend or terminate for material breach if not cured within 30 days after notice. Upon termination, your rights to use the Services cease, and you will promptly pay undisputed amounts due.

15. Governing Law; Venue

These Terms are governed by the laws of the State of California, excluding conflict‑of‑law rules. The parties will first attempt to resolve disputes through good‑faith negotiations. Failing resolution, the exclusive venue will be the state and federal courts in San Francisco County, California, and the parties consent to personal jurisdiction there.

16. Export; Sanctions

You represent that you are not subject to sanctions and will comply with U.S. and other applicable export and sanctions laws. You will not use the Services in prohibited jurisdictions or for prohibited end uses.

17. Force Majeure

Neither party is liable for failure or delay due to events beyond its reasonable control, including acts of God, internet or utility failures, labor disputes, and governmental actions.

18. Miscellaneous

• Independent Contractors: The parties are independent contractors.
• Assignment: Neither party may assign without the other’s consent, except to an affiliate or in connection with a merger, acquisition, or sale of assets.
• Severability; Waiver: If a provision is unenforceable, the remainder remains in effect. Failure to enforce is not a waiver.
• Entire Agreement: These Terms and applicable Orders constitute the entire agreement regarding the subject matter and supersede prior agreements.
• Changes: We may update these Terms; material changes will be notified where reasonable. Continued use constitutes acceptance.