Terms of Service

1. Definitions

• "Agreement" means these Terms of Service, together with our Privacy Policy, and any Order Forms or Statements of Work signed by both parties.
• "Platform" means the DiversusPro web application accessible at diversuspro.com and any related mobile or desktop interfaces.
• "Services" means all subscription-based SaaS features, one-time website build services, AI workflow automation, AI voice chat, and any related professional services provided by DiversusPro.
• "User Content" means all data, text, images, files, and other content you upload to or generate within the Platform.
• "Subscription Plan" means a recurring monthly or annual payment plan granting access to Platform features as described at diversuspro.com/#pricing.
• "One-Time Build" means a custom website design and development service delivered for a single fixed fee, as described in Section 6.
• "Billing Cycle" means the recurring monthly or annual period for which subscription fees are charged.

2. Eligibility

To use the Services, you must:

• Be at least 18 years of age (or the age of majority in your jurisdiction, whichever is greater).
• Have the legal capacity to enter into a binding contract.
• Not be prohibited from receiving services under applicable law, including U.S. export control or sanctions laws.
• If registering on behalf of a business entity, have authority to bind that entity to this Agreement.

By using the Services, you represent and warrant that you meet all eligibility requirements.

3. Account Registration and Security

3.1 Registration

To access most features of the Platform, you must create an account by providing accurate, complete, and current information including your name, business name, and email address. You agree to update this information promptly if it changes.

3.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. You agree to:

• Choose a strong, unique password and never share it with third parties.
• Notify us immediately at legal@diversuspro.com if you suspect unauthorized access.
• Log out after each session when using shared or public devices.

DiversusPro will never ask for your password via email or phone. We are not liable for losses resulting from unauthorized access caused by your failure to maintain credential security.

3.3 One Account per Business

Each business entity may maintain one active account. Creating multiple accounts to circumvent subscription limits or access free trial features repeatedly is prohibited.

4. Description of Services

DiversusPro provides an all-in-one agency management platform including the following service categories:

Feature availability is subject to your active subscription tier. We reserve the right to modify, add, or discontinue features with reasonable notice.

5. Subscription Plans

5.1 Plan Tiers

5.2 Auto-Renewal

Subscriptions auto-renew at the end of each Billing Cycle at the then-current rate unless cancelled before the renewal date. You authorize DiversusPro to charge your payment method on file for each renewal.

5.3 Price Changes

We will provide at least 30 days' advance written notice before increasing subscription prices. Price increases will apply at your next renewal following the notice period. Continued use after the price change takes effect constitutes acceptance.

5.4 Upgrades and Downgrades

You may upgrade your plan at any time; the new rate applies immediately and you will be credited a prorated amount for unused time on your current plan. Downgrades take effect at the start of the next Billing Cycle.

6. One-Time Build Services

6.1 Pricing

One-Time Build services are priced as follows:

The final price will be confirmed in a written quote before work begins. Quotes are valid for 30 days from the date of issue.

6.2 Payment Schedule

One-Time Build projects require:

• 50% deposit due at project kickoff (required to begin work).
• 50% final payment due upon delivery of completed files and before site launch or handover.

6.3 Deliverables and Revisions

Each One-Time Build includes up to two rounds of revisions per page at no additional cost. Additional revision rounds are billed at $75/hour. Revisions must be requested within 30 days of deliverable submission.

6.4 Client Responsibilities

You agree to provide all required content (text, images, branding assets) within 14 days of project kickoff. Project timelines are estimates; delays caused by late content delivery extend deadlines accordingly without penalty to DiversusPro.

6.5 Ownership Transfer

Upon receipt of final payment, DiversusPro assigns to you all intellectual property rights in the custom deliverables specific to your project. DiversusPro retains rights to general frameworks, code libraries, design patterns, and methodologies developed independently of your project.

7. Payment Terms

7.1 Payment Methods

We accept major credit and debit cards (Visa, Mastercard, American Express, Discover) and ACH bank transfers for annual plans. Payments are processed by Stripe, Inc. By providing payment information, you authorize us to charge your payment method for all applicable fees.

7.2 Taxes

Fees are exclusive of all taxes, levies, and duties. You are responsible for paying all applicable taxes associated with your purchases. Where required by law, DiversusPro will collect and remit sales tax.

7.3 Failed Payments

If a payment fails, we will attempt to re-charge up to three times over 7 days. After three failed attempts:

• We will notify you via email.
• Your account will be downgraded to a read-only state (data preserved, no new actions permitted).
• If payment is not received within 30 days, your account may be suspended.

You remain responsible for all fees incurred prior to account suspension.

7.4 Late Fees

Invoiced amounts not paid within 30 days of invoice date accrue interest at 1.5% per month (18% per annum), or the maximum rate permitted by law, whichever is less.

8. Cancellation and Refund Policy

8.1 Subscription Cancellation

You may cancel your subscription at any time through your account dashboard or by contacting legal@diversuspro.com. Cancellation takes effect at the end of your current Billing Cycle. You retain full access until that date. We do not provide prorated refunds for partial months/years unless required by applicable law.

8.2 Refund Policy — Subscriptions

8.3 Refund Policy — One-Time Builds

8.4 How to Request a Refund

To request a refund, email legal@diversuspro.com with subject "Refund Request" and include your account email and reason. We process approved refunds within 5–10 business days to your original payment method.

9. Acceptable Use Policy

You agree to use the Services only for lawful purposes and in compliance with this Agreement. You must not:

• Use the Services to transmit, store, or distribute content that is illegal, defamatory, harassing, abusive, fraudulent, obscene, or infringes any third-party intellectual property rights.
• Attempt to gain unauthorized access to any part of the Platform, other users' accounts, or DiversusPro's infrastructure.
• Use the Platform to send unsolicited commercial communications (spam) to third parties.
• Reverse-engineer, decompile, or disassemble any part of the Platform.
• Use automated tools (scrapers, bots) to access the Platform in a manner that exceeds normal usage or burdens our infrastructure.
• Resell, sublicense, or white-label the Platform without explicit written authorization (Enterprise plan white-label rights are granted per your plan terms).
• Use the Services to facilitate or engage in money laundering, fraud, or any other financial crime.
• Impersonate DiversusPro, our employees, or any other person or entity.
• Introduce malware, viruses, or other malicious code into the Platform.

Violation of this Acceptable Use Policy may result in immediate account suspension or termination without refund, and may be reported to appropriate law enforcement authorities.

10. Intellectual Property

10.1 DiversusPro Property

The Platform, including all software, code, design, trademarks, trade dress, logos, and content created by DiversusPro, is owned by or licensed to DiversusPro LLC and is protected by copyright, trademark, and other applicable intellectual property laws. Nothing in this Agreement grants you any right to use DiversusPro's name, trademarks, or logos without prior written consent, except as expressly permitted by your plan (e.g., Enterprise white-label rights).

10.2 License to Use Platform

Subject to your compliance with this Agreement and timely payment of all fees, DiversusPro grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for your internal business purposes during your subscription term.

10.3 Feedback

If you provide feedback, suggestions, or ideas about the Services ("Feedback"), you grant DiversusPro a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate that Feedback into our products without obligation to you.

11. User Content

11.1 Ownership

You retain all ownership rights in your User Content. By uploading User Content to the Platform, you grant DiversusPro a limited, non-exclusive, royalty-free license to store, process, and display your User Content solely as necessary to provide the Services to you.

11.2 Your Responsibilities

You represent and warrant that: (a) you own or have all necessary rights to your User Content; (b) your User Content does not violate any third-party rights or applicable law; (c) your User Content complies with the Acceptable Use Policy in Section 9.

11.3 Data Backup

While DiversusPro maintains system backups, you are solely responsible for maintaining your own backup copies of critical User Content. DiversusPro is not liable for data loss resulting from your failure to maintain adequate backups.

11.4 Content Removal

DiversusPro reserves the right to remove User Content that violates this Agreement, applicable law, or poses a risk to the Platform or other users, with or without notice.

12. Service Availability and SLA

12.1 Uptime Target

DiversusPro targets 99.5% monthly uptime for the Platform (excluding scheduled maintenance and circumstances beyond our reasonable control).

12.2 Scheduled Maintenance

We perform scheduled maintenance during off-peak hours (typically 2:00–4:00 AM Eastern Time on Sundays) and will provide at least 48 hours advance notice for planned downtime exceeding 30 minutes.

12.3 Exclusions

Uptime SLA credits do not apply to downtime caused by: your actions or omissions; third-party service failures (DNS, CDN, ISP); force majeure events; or scheduled maintenance.

12.4 SLA Credit Process

To claim SLA credits, submit a request to legal@diversuspro.com within 30 days of the incident with documentation of the downtime. Credits apply to future billing cycles and are not redeemable for cash.

13. Confidentiality

Each party agrees to keep confidential any non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Each party agrees to: (a) use Confidential Information only for purposes of this Agreement; (b) protect it with at least the same degree of care used to protect its own confidential information, but no less than reasonable care; (c) not disclose Confidential Information to third parties without the other party's prior written consent, except to employees or contractors who need it to fulfill obligations under this Agreement.

This obligation does not apply to information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) was known before disclosure; (iii) is independently developed without use of Confidential Information; or (iv) must be disclosed by law.

14. Disclaimer of Warranties

Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you. In such cases, implied warranties are limited to the minimum scope and duration permitted by applicable law.

15. Limitation of Liability

IN ALL CASES, DIVERSUSPRO'S AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM YOUR USE OF THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT YOU PAID TO DIVERSUSPRO IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) $100 USD.

These limitations apply to all causes of action, whether based in contract, tort (including negligence), strict liability, or any other legal theory, and even if any limited remedy fails of its essential purpose.

16. Indemnification

You agree to defend, indemnify, and hold harmless DiversusPro LLC, its affiliates, officers, directors, employees, agents, licensors, and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

• Your violation of this Agreement.
• Your User Content or any claim that your User Content infringes, misappropriates, or violates any third-party rights.
• Your violation of any applicable law or regulation.
• Any claim by a third party arising from your use of the Services.

DiversusPro will provide prompt written notice of any claim subject to indemnification and will cooperate reasonably in your defense. You may not settle any claim that imposes obligations on DiversusPro without our prior written consent.

17. Dispute Resolution and Binding Arbitration

17.1 Informal Resolution

Before initiating formal dispute proceedings, you agree to first contact DiversusPro at legal@diversuspro.com with a written description of the dispute and your proposed resolution. We will work in good faith to resolve the dispute informally within 30 days.

17.2 Binding Arbitration

If informal resolution fails, any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be finally settled by binding arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules. The arbitration shall be conducted in Louisville, Kentucky, or by video conference if both parties agree. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

17.3 Class Action Waiver

YOU AND DIVERSUSPRO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.

17.4 Exceptions

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement of intellectual property rights. Claims of $500 or less may be brought in small claims court.

17.5 Opt-Out

You may opt out of the binding arbitration agreement by sending written notice to legal@diversuspro.com within 30 days of first accepting these Terms. Your opt-out notice must include your name, email address, and a clear statement that you wish to opt out of arbitration. If you opt out, disputes will be resolved in the courts specified in Section 18.

18. Governing Law and Jurisdiction

This Agreement is governed by and construed in accordance with the laws of the Commonwealth of Kentucky, United States, without regard to its conflict of laws principles. To the extent court proceedings are permitted under this Agreement, you and DiversusPro consent to the exclusive jurisdiction and venue of the state and federal courts located in Jefferson County, Kentucky.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement.

19. Modifications to Terms

DiversusPro reserves the right to modify these Terms at any time. When we make material changes, we will:

• Post the updated Terms at diversuspro.com/terms.html with a new "Last Updated" date.
• Send email notice to all registered users at least 14 days before the changes take effect.
• Display a notice on your dashboard for 30 days after changes take effect.

Your continued use of the Services after the effective date constitutes acceptance of the modified Terms. If you do not agree to the changes, you must cancel your account before they take effect; you will be entitled to a prorated refund for unused subscription time as described in Section 8.

20. General Provisions

20.1 Entire Agreement

This Agreement, together with the Privacy Policy and any applicable Order Forms, constitutes the entire agreement between you and DiversusPro regarding the Services and supersedes all prior agreements and understandings.

20.2 Severability

If any provision of this Agreement is held to be unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force.

20.3 Waiver

DiversusPro's failure to enforce any right or provision of this Agreement shall not constitute a waiver of that right or provision.

20.4 Assignment

You may not assign or transfer this Agreement or any rights hereunder without our prior written consent. DiversusPro may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, with notice to you.

20.5 Force Majeure

Neither party will be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including natural disasters, acts of government, labor disputes, power outages, internet infrastructure failures, or pandemics. The affected party must provide prompt written notice and take reasonable steps to resume performance.

20.6 Notices

Notices under this Agreement shall be in writing and delivered to the email addresses associated with your account or to legal@diversuspro.com. Notices are effective upon confirmed receipt.

20.7 No Third-Party Beneficiaries

This Agreement does not confer any rights or remedies on any third party.

21. Contact Information

For all legal notices, privacy requests, or Terms-related inquiries: