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Terms and Conditions | Use of Divergence Marketing Services

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Welcome to Divergence Marketing (“Divergence AI,” “we,” “us,” or “our”). These Terms and Conditions (“Terms”) govern your use of our website https://divergencemarketing.com (the “Site”) and any services you purchase or engage through us (collectively, the “Services”). By accessing or using the Site or Services, you agree to be bound by these Terms. If you do not agree, please do not use our Site or Services.

1. Definitions

  • “Client,” “you,” or “your” refers to any person or business accessing the Site or purchasing Services.

  • “Content” means any text, images, graphics, software, or other materials on the Site.

  • “Service Agreement” means any separate written proposal or contract between you and Divergence AI for the provision of professional Services.

2. Acceptance of Terms

By using the Site or purchasing Services, you:

  1. Confirm you are at least 18 years old and have the right to enter these Terms.

  2. Acknowledge you have read, understood, and agree to these Terms along with any Service Agreement.

3. Scope of Services

  • We provide AI consulting, custom machine learning development, conversational-AI/chatbots, and predictive analytics services as described on our Site.

  • All Services are subject to a signed Service Agreement detailing deliverables, timelines, fees, and payment terms.

  • In the event of any conflict between these Terms and a Service Agreement, the Service Agreement controls.

4. Fees & Payment

  • Fees for Services are quoted in writing and due according to the schedule in your Service Agreement.

  • Unless otherwise specified, invoices are due within 30 days of issuance. Late payments incur interest at 1.5% per month (or the maximum permitted by law).

  • You are responsible for all taxes, duties, or government fees arising from your use of the Services.

5. Intellectual Property

  • Our Rights: Divergence AI retains all intellectual property rights in methodologies, models, source code, and Content created prior to or independently of your project (“Background IP”).

  • Your Rights: Upon full payment, you receive a perpetual, non-exclusive, worldwide license to use the final deliverables for your internal business purposes.

  • Restrictions: You may not sublicense, resell, or distribute our Background IP or any outputs beyond your own use without our prior written consent.

6. Confidentiality

  • Each party agrees to maintain the confidentiality of any proprietary or non-public information disclosed by the other (“Confidential Information”).

  • Confidential Information may only be used to perform the Services and must not be disclosed to third parties except as required by law.

  • This obligation survives termination of these Terms for five (5) years.

7. Warranties & Disclaimers

  • Our Warranty: We warrant that our Services will be performed with reasonable skill and care.

  • Disclaimers: Except as expressly stated, Divergence AI disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We make no guarantees about specific business outcomes or ROI.

8. Limitation of Liability

To the fullest extent permitted by law:

  • Exclusion: Neither party is liable for indirect, incidental, special, or consequential damages, including lost profits or data.

  • Cap: Our total liability arising from or related to these Terms or the Services shall not exceed the fees paid by you for the specific Service giving rise to the claim.

9. Indemnification

You agree to indemnify, defend, and hold harmless Divergence AI, its officers, directors, employees, and contractors from any claims, liabilities, damages, or expenses (including reasonable attorneys’ fees) arising from:

  • Your breach of these Terms or a Service Agreement.

  • Your misuse of the Site or Services.

  • Any third-party claim related to Content you provide.

10. Termination

  • By You: You may terminate a Service Agreement for convenience upon 30 days’ written notice; you remain responsible for Services performed and expenses incurred up to the termination date.

  • By Us: We may suspend or terminate your access to the Site or Services if you breach these Terms and fail to cure within 14 days after written notice.

  • Survival: Sections 5 (Intellectual Property), 6 (Confidentiality), 7 (Disclaimers), 8 (Limitation of Liability), 9 (Indemnification), and 11 (Governing Law) survive termination.

11. Governing Law & Dispute Resolution

These Terms are governed by the laws of the Province of Québec and the federal laws of Canada, without regard to conflict-of-law principles. Any dispute arising under or relating to these Terms or Services shall be resolved by the courts of Montréal, Québec.

12. Changes to Terms

We may update these Terms from time to time. When we do, we will revise the “Last updated” date above and post the revised Terms on the Site. Continued use of the Site or Services after that date constitutes acceptance of the updated Terms.

13. Third-Party Links & Resources

The Site may contain links to third-party websites, tools, or resources not owned or controlled by Divergence AI. We are not responsible for their content or practices. Accessing them is at your own risk.

14. Contact Information

If you have questions or concerns about these Terms, please contact us:

Thank you for choosing Divergence AI. We look forward to partnering with you on your AI-driven journey.