Terms of Service

Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and Cafali Inc. ("Cafali," "we," "us," or "our") concerning your access to and use of the cafali.com website and any related services (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use our Services. We reserve the right to modify these Terms at any time. Your continued use of the Services after any changes constitutes acceptance of the new Terms.

Services Description

Cafali provides software development, consulting, and related technology services, including but not limited to:

• Custom web application development
• Mobile application development
• AI and machine learning solutions
• Workflow automation and integrations
• DevOps and cloud infrastructure
• Digital marketing services
• Technical consulting and advisory

Specific services, deliverables, timelines, and fees are defined in separate project agreements or statements of work entered into between Cafali and clients.

User Responsibilities

When using our Services, you agree to:

• Provide accurate, current, and complete information
• Maintain the confidentiality of any account credentials
• Use the Services only for lawful purposes
• Not interfere with or disrupt the Services or servers
• Not attempt to gain unauthorized access to any systems
• Not use the Services to transmit harmful code or content
• Comply with all applicable laws and regulations

You are solely responsible for the security of your own systems, networks, devices, accounts, and data. This includes maintaining current, reputable anti-malware and security software, applying security patches and updates promptly, using strong and unique credentials, enabling available account protections, and independently scanning any files, links, code, or content before opening, executing, or deploying them. Cafali is not responsible for security failures, infections, data loss, or other harm resulting from your failure to maintain reasonable security practices on systems and infrastructure that are under your control or the control of your other vendors.

Intellectual Property Rights

Our Intellectual Property

Cafali's website, brand, marketing content, and the underlying tools, methodologies, frameworks, libraries, and reusable code that we developed before or independently of any client engagement remain our property. This section does not apply to deliverables we create specifically for a client. Those are governed by Client Work Product below.

Client's Intellectual Property

Anything the client owns before engaging Cafali stays the client's property. That includes the client's proprietary methodologies, frameworks, source code, business logic, customer data, brand assets, trade secrets, and any other materials the client provides or discloses during the engagement. We do not claim ownership of these materials. We use them only as needed to perform the services.

Client Work Product

Unless a separate written agreement says otherwise, the custom work product Cafali creates specifically for a client (including software, code, designs, business logic, technical documentation, and other deliverables) is assigned to the client based on the billing model in effect for that engagement:

• Project-based engagements: Ownership transfers upon full payment of the agreed project fee.
• Block-of-hours and retainer engagements: Ownership of the work produced during a billing period transfers when Cafali has received payment for that period. For pre-paid blocks, ownership transfers as the work is performed, so long as the block remains in good standing.
• Hybrid engagements: Each portion follows the model used to bill it. Project deliverables follow the project rule above; hours billed against a block follow the block-of-hours rule.

The client owns the assigned work product after that point. If a payment is later reversed, refunded, or charged back, the corresponding assignment and any related license to Cafali's pre-existing materials are rescinded until the balance is settled.

The only exception is Cafali's pre-existing materials (the libraries, tools, templates, patterns, and reusable code described in Our Intellectual Property above). When those are embedded inside a deliverable, Cafali keeps ownership of them and grants the client a perpetual, worldwide, royalty-free, non-exclusive license to use them as embedded in the deliverable, including in the client's own production systems and any future modifications they make.

Portfolio Reference

Cafali may identify clients by name and describe the engagement at a high level in case studies, portfolio materials, and proposals to other prospects. This does not include any confidential information, source code, or business logic covered by the Confidentiality section. A client may request removal of a specific reference at any time and Cafali will comply within thirty days.

Feedback

Any feedback, suggestions, or ideas you provide regarding our Services may be used by Cafali without any obligation to compensate you.

Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of our business relationship. This includes, but is not limited to:

• Business plans and strategies
• Technical specifications and source code
• Customer data and information
• Financial information
• Trade secrets and proprietary processes

We are happy to sign Non-Disclosure Agreements (NDAs) upon request before discussing project details.

Payment Terms

For paid services, specific payment terms are outlined in project agreements. General terms include:

• Payments are due as specified in the project agreement
• Late payments may be subject to interest charges
• We reserve the right to suspend services for overdue accounts
• All fees are non-refundable unless otherwise specified
• Clients are responsible for any applicable taxes

Project Changes and Cancellation

Changes to project scope, timeline, or deliverables must be documented in writing and may affect project costs and timelines. Either party may terminate a project agreement as specified in the individual contract. In general:

• Written notice is required for project changes
• Change requests may result in revised estimates
• Cancellation terms are specified in project agreements
• Work completed prior to cancellation remains billable

Retainer & Ongoing Service Cancellation

For ongoing retainer engagements, including but not limited to Fractional CTO services, technical advisory, and continuous development support:

• 60-Day Notice Required: Either party must provide written notice at least sixty (60) days in advance of the intended termination date
• During the notice period, services will continue as normal and all fees remain due
• This notice period allows for proper knowledge transfer, documentation, and transition planning
• Engagements may be paused or adjusted in scope by mutual written agreement

This cancellation policy ensures continuity for both parties and allows adequate time for transition planning. Specific terms may be modified in individual service agreements.

Warranties and Disclaimers

Limited Warranty

Cafali warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. For a period specified in project agreements, we will correct any defects in work that do not meet the agreed-upon specifications. Correction of non-conforming work in this manner is your sole and exclusive remedy, and Cafali's entire liability, for any breach of this limited warranty.

THIS LIMITED WARRANTY IS THE ONLY WARRANTY CAFALI MAKES, AND IT APPLIES IN PLACE OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY. IT IS SUBJECT TO THE DISCLAIMER, SECURITY, AND LIMITATION OF LIABILITY SECTIONS BELOW.

Disclaimer

EXCEPT FOR THE EXPRESS LIMITED WARRANTY ABOVE, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

We do not warrant that the Services will be uninterrupted, error-free, secure, or free of viruses or other harmful code. We are not responsible for third-party services, APIs, libraries, open-source components, hosting providers, or integrations that may be used with, or relied upon by, our Services, including any vulnerabilities, outages, or harmful code originating from them.

Security

We take security seriously and follow current, widely recognized practices to protect our work and our clients. These include multi-factor authentication on the accounts we use to build and ship software, least-privilege and short-lived access credentials, token-free "trusted publishing" for software releases where the platform supports it, monitoring and review of the third-party and open-source components we rely on, and prompt application of security updates. If we identify a security issue that affects you, we act on it and keep you informed.

At the same time, no provider can promise perfect security. As recent industry-wide events have shown, harmful code can be introduced through third-party libraries, package registries, hosting providers, or compromised devices and accounts that are outside any single company's control. For that reason, and to the maximum extent permitted by law, we cannot guarantee that the Services, our website, or any deliverable will be completely secure or free of harmful code, and we are not liable for harmful code or security incidents that originate from, or spread through, channels outside our reasonable control. We recommend you also keep your own protections in place, including up-to-date security software, secure credentials, and regular backups, and that you review files and updates before deploying them.

Security Incidents and Notification

If Cafali becomes aware of a confirmed security incident that we reasonably determine has materially affected the confidentiality, integrity, or availability of a client's data or systems under our direct control, we will notify the affected client without undue delay after confirmation, and will cooperate reasonably in investigating and addressing the incident. The specific content, timing, format, and method of any notification, and any further obligations, are governed by the applicable project agreement, statement of work, or data processing agreement, and by applicable law.

Providing notice of, or assistance with, a security incident is not an admission of fault, negligence, breach, or liability by Cafali, and shall not be construed as a waiver of any disclaimer, limitation, or other protection set out in these Terms. You are responsible for any notifications you are required to make to your own users, customers, or regulators, and for your own incident response and remediation within your environment.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CAFALI, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, USE, BUSINESS, OR GOODWILL, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR DAMAGES ARISING FROM HARMFUL CODE, SECURITY INCIDENTS, UNAUTHORIZED ACCESS, OR LOSS OR CORRUPTION OF DATA, ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES, ANY DELIVERABLE, OR YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF CAFALI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER THE CLAIM IS BASED IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY.

OUR TOTAL AND CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS, OUR PRIVACY POLICY, THE SERVICES, OR ANY DELIVERABLE, REGARDLESS OF THE FORM OR NUMBER OF CLAIMS, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO CAFALI IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THESE LIMITATIONS AND EXCLUSIONS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW, FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU; IN SUCH CASES, CAFALI'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED.

Indemnification

You agree to indemnify, defend, and hold harmless Cafali and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with:

• Your access to or use of the Services
• Your violation of these Terms
• Your violation of any third-party rights
• Any content or materials you provide to us
• Harmful Code, security incidents, or unauthorized access originating from your systems, accounts, credentials, content, other vendors, or environment
• Your failure to maintain reasonable security practices, backups, or anti-malware controls within your environment

Dispute Resolution

Any disputes arising out of or relating to these Terms or the Services shall first be attempted to be resolved through good-faith negotiation between the parties. If the dispute cannot be resolved through negotiation, it shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association, with the arbitration taking place in Austin, Texas.

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions. You agree to submit to the exclusive jurisdiction of the courts located in Travis County, Texas for any disputes not subject to arbitration.

Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

Entire Agreement

These Terms, together with any project agreements, statements of work, and our Privacy Policy, constitute the entire agreement between you and Cafali regarding the Services and supersede all prior agreements, communications, and understandings.

Contact Information

If you have any questions about these Terms of Service, please contact us at: