Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") govern your access to and use of the website sodasoft.com ("Website") operated by Sodasoft LLC ("SodaSoft," "we," "us," or "our"), a limited liability company registered in the State of Wyoming, United States, with its principal office at 30 N Gould St., Sheridan, Wyoming 82801, United States.

By accessing or using our Website, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Website.

2. Description of Services

SodaSoft is a B2B venture studio that provides software development, product design, go-to-market strategy, and related services ("Services"). Our Services include but are not limited to:

• Product strategy and scoping
• UI/UX design and design systems
• Full-stack software engineering
• Go-to-market positioning and launch support
• Sales collateral and outbound kit development
• Analytics setup and iteration support

Specific terms, deliverables, timelines, and pricing for individual engagements are defined in separate written agreements ("Engagement Agreements") between SodaSoft and the client. These Terms apply to your use of the Website and do not replace any Engagement Agreement.

3. Deal Models

SodaSoft offers three engagement models:

• Cash: Fixed or hourly fee. Client owns 100% of code and intellectual property.
• Hybrid: Reduced fee combined with equity (typically 5-15%) or revenue share (typically 5-10% for 24-36 months).
• Studio Venture: No cash payment. SodaSoft invests time and skills in exchange for equity (typically 20-40%) or revenue share (typically 15-30%).

All percentages and ranges shown on the Website are illustrative examples only. Actual terms are negotiated on a per-engagement basis and documented in a written Engagement Agreement.

4. Intellectual Property

All content on this Website — including text, graphics, logos, images, design, and code — is the property of Sodasoft LLC or its licensors and is protected by applicable intellectual property laws.

You may not reproduce, distribute, modify, create derivative works from, publicly display, or otherwise exploit any Website content without our prior written consent.

Intellectual property ownership for client engagements is governed by the applicable Engagement Agreement, not these Terms.

5. User Submissions

When you submit information through our contact form, venture intake form, or other submission mechanisms on the Website, you grant SodaSoft a non-exclusive, royalty-free right to use, review, and evaluate such information for the purpose of assessing potential engagements and responding to your inquiry.

You represent that any information you submit is accurate and does not violate the rights of any third party. Do not submit confidential or proprietary information through the Website forms unless you have entered into a separate confidentiality agreement with SodaSoft.

6. Privacy

Your use of the Website is also governed by our Privacy Policy, which describes how we collect, use, and protect your personal information. By using the Website, you consent to the practices described in the Privacy Policy.

7. Disclaimer of Warranties

The Website and its content are provided on an "as is" and "as available" basis without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

SodaSoft does not warrant that the Website will be uninterrupted, error-free, or free of viruses or other harmful components.

8. Limitation of Liability

To the fullest extent permitted by applicable law, Sodasoft LLC and its members, managers, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or goodwill, arising out of or related to your use of or inability to use the Website.

In no event shall SodaSoft's total liability to you for all claims arising out of or related to the Website exceed one hundred US dollars (USD $100).

This limitation does not apply to liability arising from Engagement Agreements, which are governed by their own terms.

9. Indemnification

You agree to indemnify, defend, and hold harmless Sodasoft LLC and its members, managers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to your violation of these Terms or your use of the Website.

10. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflict of law provisions.

Any disputes arising under or in connection with these Terms shall first be resolved through good-faith negotiation. If negotiation fails, the dispute shall be submitted to binding arbitration in Sheridan County, Wyoming, under the rules of the American Arbitration Association.

11. Changes to These Terms

We reserve the right to modify these Terms at any time. Changes will be posted on this page with an updated "Last updated" date. Your continued use of the Website after changes are posted constitutes your acceptance of the revised Terms.

12. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

13. Entire Agreement

These Terms, together with the Privacy Policy, constitute the entire agreement between you and SodaSoft regarding the use of the Website. These Terms do not govern the provision of Services, which are subject to separate Engagement Agreements.

14. Contact

If you have questions about these Terms, contact us at: