Please read these Terms and Conditions ("Terms") carefully before using divmatters.com or engaging the services of DIVMATTERS LLC ("Company," "we," "us," or "our"). By accessing our website or using our services, you agree to be bound by these Terms. If you do not agree, please discontinue use of our website and services.
By accessing this website or engaging DIVMATTERS LLC for any services, you confirm that you are at least 18 years of age, have the legal authority to enter into agreements, and agree to comply with these Terms. These Terms apply to all visitors, clients, and any other users of our website or services.
DIVMATTERS LLC provides custom software development, website design and development, web application engineering, e-commerce solutions, business management software, API integrations, and maintenance and support services. The specific scope, deliverables, timeline, and pricing for any engagement are defined in a separate written project proposal or service agreement. We reserve the right to refuse service to anyone at any time and may modify, suspend, or discontinue any service with or without notice.
All client engagements are governed by a written project proposal or service agreement defining scope, deliverables, timeline, and payment terms. Work requested outside the agreed scope constitutes a change order and may require additional time and fees. DIVMATTERS LLC is not obligated to perform out-of-scope work without a signed change order. Clients are responsible for providing timely feedback, approvals, and required materials. Delays caused by the client may affect the project timeline.
Unless otherwise agreed in writing: all invoices are due within 15 days of the invoice date; late payments may be subject to a 1.5% monthly interest charge on outstanding balances; we reserve the right to suspend work when payment is overdue by more than 10 days; and the client is responsible for all reasonable collection costs, including attorney fees, on overdue amounts. All prices are in US Dollars.
You retain all ownership rights to content, materials, logos, trademarks, and intellectual property you provide to us. By providing such materials, you grant DIVMATTERS LLC a non-exclusive license to use them solely to perform the agreed services.
Upon receipt of full payment for a project, DIVMATTERS LLC assigns to the client all ownership rights to the custom deliverables created specifically for that project, excluding any third-party components, open-source software, or pre-existing DIVMATTERS LLC intellectual property incorporated into the deliverables.
DIVMATTERS LLC retains all rights to its pre-existing intellectual property, internal tools, frameworks, libraries, and methodologies. Our website content, branding, and marketing materials are protected by copyright and may not be reproduced without written consent.
Unless explicitly prohibited in writing by the client, DIVMATTERS LLC reserves the right to display completed projects in our portfolio and marketing materials as examples of our work.
Both parties agree to keep confidential any proprietary or sensitive information shared during the course of an engagement. DIVMATTERS LLC will not disclose client business information or project details to third parties, except as required by law or as necessary to perform the services (e.g., sharing with subcontractors under equivalent confidentiality obligations).
The client agrees to: provide accurate, complete, and timely information required for the project; obtain all necessary rights and permissions for content and materials provided; review and approve deliverables in a timely manner; ensure intended use of any deliverable complies with applicable laws; and not use our services for any unlawful, harmful, or unethical purposes.
DIVMATTERS LLC warrants that services will be performed in a professional manner consistent with industry standards, deliverables will substantially conform to agreed-upon specifications, and we have the right to provide services and deliverables without infringing third-party rights. We do not warrant that any software or website will be error-free, uninterrupted, or free from security vulnerabilities. We will make commercially reasonable efforts to address post-delivery issues within any agreed warranty period.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DIVMATTERS LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL CUMULATIVE LIABILITY FOR ANY CLAIMS ARISING UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO DIVMATTERS LLC IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
You agree to indemnify, defend, and hold harmless DIVMATTERS LLC and its members, officers, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees) arising from: your use of our services; your violation of these Terms; content or materials you provide; or your violation of any third-party rights.
Our services may involve third-party platforms, plugins, APIs, or services. DIVMATTERS LLC is not responsible for the performance, terms, or availability of third-party services. The client is responsible for any fees associated with third-party services unless explicitly included in our project agreement.
You may use our website solely for lawful purposes. You agree not to use the website in violation of applicable laws, attempt unauthorized access to any portion of the website, transmit harmful or offensive content, scrape or reproduce website content without permission, or use automated tools to harvest data from our website.
These Terms shall be governed by the laws of the State of New York, without regard to conflict of law provisions. Disputes shall first be attempted to be resolved through good-faith negotiation. If negotiation fails, disputes shall be resolved through binding arbitration in Rockland County, New York, in accordance with the rules of the American Arbitration Association. Either party may seek injunctive relief in a court of competent jurisdiction.
DIVMATTERS LLC reserves the right to update these Terms at any time. The updated Terms will be posted with a revised "Last updated" date. Continued use of our website or services after changes constitutes acceptance of the new Terms.
If any provision of these Terms is found unenforceable, the remaining provisions continue in full force and effect. These Terms, together with any signed project agreement, constitute the entire agreement between you and DIVMATTERS LLC regarding their subject matter.
DIVMATTERS LLC
121 Heitman Drive, Apt C, Spring Valley, NY 10977
Email: contact@divmatters.com
Phone: +1 (516) 661-1170