Legal
Terms of Service
The terms governing access to SofLi’s website, consultation tools, project services, and delivery management services.
These Terms of Service ("Terms") constitute a legally binding agreement between SofLi ("Company," "we," "us," or "our") and you ("User," "Client," or "you") governing your access to and use of the website located at sofli.io (the "Site"), our interactive project consultation tools, software scoping services, development partner matching, and delivery management services (collectively, the "Services").
By accessing the Site or utilizing our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access the Site or use the Services.
1. Description of Services
SofLi operates a software planning and managed offshore software development platform. Our Services include:
- Guided AI Project Scoping: Providing interactive tools to synthesize project goals, feature requirements, and technical specifications into a locked, written scope document.
- Partner Matching: Matching Clients with vetted, independent offshore software development agencies ("Development Partners") to obtain fixed-price quotes based on approved project scopes.
- Delivery Management & Representation: Assigning a dedicated SofLi representative to manage communication, enforce scope fidelity, and oversee project delivery between the Client and the matched Development Partner.
- Milestone Payment Escrow: Holding project funds in escrow and releasing payments to Development Partners upon milestone completion and approval.
- Financing Facilitation: Enabling Clients to apply for third-party project financing through integrated loan network partners (such as LendFlow).
SofLi provides scoping, project oversight, and partner management services. SofLi is not itself a software development agency, nor are Development Partners employees or direct subcontractors of SofLi unless explicitly specified in a separate Statement of Work (SOW).
2. Project Consultation and Scope Approval
A. Consultation Inputs
You are responsible for ensuring the accuracy and completeness of all information, business logic, wireframes, or codebases submitted during the guided consultation process.
B. Locked Scope Agreement
Prior to requesting a quote or commencing software development, you must review and formally approve a plain-English project scope document ("Approved Scope"). Development Partner quotes and delivery milestones are established strictly against the Approved Scope.
C. Scope Modifications (Change Orders)
Any modifications, feature additions, or alterations to an Approved Scope requested after partner matching must be documented and agreed upon through a formal written change order. Additional fees and revised project timelines may apply.
3. Partner Matching and Offshore Development
- Partner Vetting: SofLi exercises commercially reasonable efforts to vet Development Partners. However, Development Partners operate as independent corporate entities.
- Dedicated Representation: SofLi provides a dedicated representative to serve as the primary liaison between you and the Development Partner during the build process.
- Non-Circumvention: Client agrees not to solicit, engage, or contract directly with any Development Partner introduced by SofLi outside of the SofLi platform for a period of twenty-four (24) months following the initial introduction, without SofLi's prior written consent.
4. Fees, Escrow, and Milestone Payments
A. Fee Structure
SofLi's service and management fees are integrated into the total fixed-price project quotes provided by Development Partners. SofLi may also receive agency commission fees directly from Development Partners.
B. Milestone Escrow
Upon execution of a project agreement, Client shall deposit project funds into a designated milestone escrow account as set forth in the project timetable.
C. Release of Payments
Funds held in escrow will be released to the Development Partner only upon completion of agreed-upon project milestones and written confirmation or sign-off by the Client (or SofLi acting on Client's validated approval).
D. Dispute Resolution for Milestones
If a dispute arises regarding whether a milestone satisfies the requirements set forth in the Approved Scope, SofLi will evaluate the deliverables against the written scope specifications. If the Development Partner fails to perform according to the Approved Scope, SofLi reserves the right to withhold escrow funds and reassign the remaining scope to an alternate vetted Development Partner.
5. Third-Party Financing (LendFlow Integration)
SofLi facilitates optional access to business financing through LendFlow and its network of third-party financial lenders.
- No Lending Liability: SofLi is not a bank, lender, credit broker, or financial institution. We do not make credit decisions, extend loans, or set financing terms.
- Soft Credit Pulls: Pre-qualification checks conducted through LendFlow utilize soft credit pulls that do not impact your credit score. Final loan approval and terms are subject to formal underwriting by the respective third-party lender.
- Separate Agreement: Any loan agreement executed by you through LendFlow is strictly between you and the respective third-party lender. SofLi disclaims all liability arising from financing agreements.
6. Intellectual Property Rights
A. Client Work Product & Code Ownership
Upon full payment of all agreed milestone fees for a completed project or deliverable, the Client retains 100% ownership of all custom source code, software architecture, designs, documentation, and intellectual property ("Work Product") created specifically for the Client by the Development Partner under the Approved Scope.
B. SofLi Platform IP
SofLi retains all right, title, and interest in and to the Site, our AI consultation workflows, scoping algorithms, project management tools, trademarks, brand assets, and proprietary scoping templates (collectively, "SofLi IP"). Nothing in these Terms grants the Client any ownership interest in SofLi IP.
C. Pre-existing Code & Open Source
To the extent that any Work Product incorporates pre-existing open-source libraries or third-party software, ownership of such components remains subject to the applicable open-source or third-party software licenses.
7. User Conduct and Restrictions
You agree not to:
- Submit false, misleading, or fraudulent information during the project consultation.
- Upload, transmit, or share any materials that infringe upon third-party intellectual property, privacy, or proprietary rights.
- Reverse engineer, decompile, or attempt to extract the source code or underlying algorithms of the SofLi Site or consultation tools.
- Use the Services for any unlawful purpose or in violation of federal, state, or local laws in the United States.
8. Disclaimer of Warranties
Except as expressly set forth in a formal written project agreement, the Site and Services are provided on an "as is" and "as available" basis. SofLi disclaims all warranties of any kind, whether express, implied, or statutory, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. SofLi does not warrant that the Services will be uninterrupted, error-free, or secure.
9. Limitation of Liability
To the maximum extent permitted by applicable law in the United States:
- SofLi shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including loss of profits, data, goodwill, or business interruption, arising out of or in connection with these Terms or the use of our Services.
- SofLi's total aggregate liability for any claims arising under these Terms or relating to the Services shall not exceed the total amount of fees actually paid by Client to SofLi in the three (3) months preceding the event giving rise to liability, or one hundred U.S. dollars ($100.00 USD), whichever is greater.
10. Indemnification
You agree to defend, indemnify, and hold harmless SofLi, its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, judgments, awards, losses, costs, or expenses (including reasonable attorneys' fees) arising out of or relating to your breach of these Terms, your submitted project materials, or your violation of any law or third-party rights.
11. Governing Law and Dispute Resolution
A. Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of law principles.
B. Binding Arbitration
Any dispute, controversy, or claim arising out of or relating to these Terms, the Site, or the Services shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
C. Class Action Waiver
You and SofLi agree that any dispute resolution proceedings will be conducted solely on an individual basis and not in a class, consolidated, or representative action.
12. Severability and Entire Agreement
If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be enforced to the maximum extent permissible, and the remaining provisions of these Terms shall remain in full force and effect. These Terms, along with our Privacy Notice and any executed Statement of Work, constitute the entire agreement between you and SofLi regarding the Services.
13. Contact Information
If you have questions or concerns regarding these Terms, please contact us at: