Terms of Service
Last updated: 11/23/2023
Acceptance of These Terms of Service
All access and use of Momentum Labs, Inc. (“Momentum” “we,” “us,” or “our”) website(s) located at https://momentum.io (the “Site”) and other products and services (the “Service(s)”) is subject to the terms and conditions contained herein (these “Terms of Service”). By accessing, browsing, or otherwise using the Site or any other aspect of the Service or otherwise clicking accept or affirmatively agreeing to these Terms of Service and all order forms for Services (each, an “Order Form”) and policies incorporated herein by reference (collectively with these Terms of Service and any applicable Order Form, the “Agreement”), you acknowledge that you have read, understood, and agree to be bound by the Agreement. If you do not accept any part of the Agreement, you will not access, browse, or otherwise use the Service. The Terms “you” and Customer are used interchangeably and have the same meaning.
We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. You may read a current, effective copy of these Terms of Service by visiting the “Terms of Service” link on the Site. We will also notify you of any material changes, either through the Service user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Service.
Your Privacy: At Momentum, we respect the privacy of our users. For more information please see our Privacy Policy, located at https://www.momentum.io/privacy-policy (the “Privacy Policy”). By using the Service, you consent to our collection, use, store and disclosure of personal data and other data as outlined therein.
Additional Terms: In addition, when using certain features through the Service, you will be subject to any additional terms applicable to such features that may be posted on or within the Service from time to time. All such terms are hereby incorporated by reference into these Terms of Service.
Access and Use of the Service
Service Description: Momentum is an AI-powered revenue automation platform that streamlines pipeline management and Salesforce hygiene. By embedding into existing sales-first tooling, Momentum provides the building blocks designed to operationalize sales motions and improve sales efficiency. Use of third-party applications in connection with the Service is subject to the agreements by and between users, their organizations, and these entities. Please see the sections titled Third-Party Services and Websites below for more information.
Your Registration Obligations: You may be required to register with Momentum or provide information about yourself and your organization (e.g., name, email address and installing plugins like Slack) in order to access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service's Order Form. Registration data and certain other information about you are governed by our Privacy Policy. The Service is not available to persons who are not legally eligible to be bound by these terms. If you are under 18 years of age, you are not authorized to use the Service, with or without registering. If you are an entity, organization, or company, the individual who accepts this Agreement on your behalf certifies and guarantees that they possess the authority to legally bind your entity to this Agreement, and you consent to the terms and conditions outlined within it.
Member Account, Password and Security: You are responsible for maintaining the confidentiality of your password and account details, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Momentum of any unauthorized use of your password or account or any other breach of security; and (b) ensure that you exit from your account at the end of each session when accessing the Service. Momentum will not be liable for any loss or damage arising from your failure to comply with this section.
Service Availability and Maintenance: Momentum strives to make every reasonable effort to ensure the highest service availability. Nevertheless, it is important to note that Momentum cannot provide an absolute guarantee of uninterrupted or error-free operation of the Services. To minimize disruptions, Momentum conducts service maintenance and makes commercially reasonable attempts to schedule system downtime during low-activity periods, thus aiming to prevent service interruptions and delays. Additionally, Momentum will make commercially reasonable efforts to notify you in advance of any planned downtime. You agree that Momentum will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
General Practices Regarding Use and Storage: You acknowledge that Momentum may establish general practices and limits concerning use of the Service, including the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Momentum’s or its third-party service providers’ servers on your behalf. You agree that Momentum has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Momentum reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Momentum reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Free Trial: If you sign up for a free trial of the Services, Momentum will provide you and your Permitted Users with access to the Services, or any part of them, for evaluation purposes free of charge. These services are referred to as “Evaluation Services”. This access will continue until the earlier of: (a) the end of the applicable evaluation period; (b) the start date of any subscription to the Services that you purchase pursuant to an Order Form; or (c) termination of the Evaluation Services by Momentum for any specific reason or for no reason at all, by sending you a termination notice with immediate effect.
Conditions of Access and Use
User Conduct: You are fully responsible for your and your Permitted Users access to and use of the Services, including any Customer Data (as defined below). This responsibility includes compliance with the terms outlined in this Agreement, as well as adherence to all relevant local, state, federal, national, and international laws, regulations, and treaties.You also warrant that you have obtained all rights to authorize Momentum to use, copy, process, store, transmit, distribute, perform, transform, and display any data uploaded or made available by you to Momentum (“Customer Data”) for the purpose of providing you with the Services and performing any other actions you authorize in connection with the Customer Data.You acknowledge and agree that you will ensure that no Customer Data uploaded or made available to Momentum by any user or third party will: (a) contain content that is obscene, libelous, blasphemous, defamatory, or incites hatred, terrorism, or any similar offense; (b) infringe upon or misappropriate the intellectual property rights or violates the privacy rights of any third party, including but not limited to copyright, trademark, patent, trade secret, or other intellectual property rights, moral rights, or rights of publicity; (c) violate any applicable laws or encourage any conduct that would result in such violations.You and your Permitted Users are prohibited from: (i) using the Services for non-business purposes or engaging in any abusive conduct with the Services; (ii) reselling, transferring, granting others permission to use, pledging, leasing, renting, or sharing your rights under this Agreement, including with your affiliates; (iii) removing, deleting, altering, or obscuring any trademarks, copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Services; (iv) modifying, translating, adapting, updating, reproducing, creating derivative works of, duplicating, sublicense or copying any part of the Services; (v) making the Services or Customer Data available to anyone other than your employees and consultants acting on your behalf, or using them for the benefit of anyone other than you, unless explicitly stated otherwise; (vi) using the Services in a manner that damages, disrupts, disables, impairs, restricts, inhibits, or harms the Services, Momentum's information technology infrastructure, or Momentum's services to third parties; (vii) attempting to access Momentum's systems, programs, or data that are not publicly accessible, or trying to bypass registration processes, security measures, or traffic management devices of the Services; (viii) attempting to decompile, disassemble, re-engineer, or reverse engineer the Services or extract their source code, or assisting others in such activities; (ix) using the Services in a way that infringes upon, misappropriates, or violates intellectual property rights or other rights of Momentum or third parties, or violates applicable laws, Momentum policies, or the operational or security mechanisms of the Services; (x) transmitting any virus, worm, malware, or other malicious computer code to or through the Services; or (xi) permitting any third party to engage in any of the activities mentioned above.
Competitors: No employee, independent contractor, agent, or affiliate of any competing company of Momentum is permitted to view, access, or use any portion of the Service without express written permission from Momentum. By viewing, using, or accessing the Service, you represent and warrant that you are not a competitor of Momentum or any of its affiliates, or acting on behalf of a competitor of Momentum in using or accessing the Service.
Fees: In consideration for the right to use the Services under the terms in this Agreement, you are obligated to pay subscription fees based on the amount and payment terms specified in your Service’s Order Form. Unless there is a separate written agreement by and between you and Momentum, the price listed on the Service’s Order Form will apply to any additional subscriptions you acquire during the Subscription Term. You represent and warrant to Momentum that to the extent you are required to provide Momentum with payment information, such information is true and that you are authorized to use such payment instrument. You will promptly update your account information of any changes to such payment details as necessary. You acknowledge and agree that if Momentum is unable to collect the subscription fees owed for the Services, Momentum may take any necessary steps to collect these fees from you. You will be responsible for covering all costs and expenses incurred by Momentum in connection with this collection activity, including collection fees, court costs, and attorney's fees.Furthermore, if you fail to make any payment when it is due, Momentum reserves the right, in addition to any other remedies available: (i) collect interest on any overdue amounts at a rate equal to the lesser of 1.0% per month or the maximum rate permitted by law; or (ii) If the failure to pay continues for 7 days following written notice, to suspend the provision of the Services until all outstanding amounts, including interest, have been settled. In such cases, Momentum will not be liable to you for any obligation or liability arising from the suspension.You agree that your purchases of the Services hereunder are not contingent on the delivery of any future functionality or features and are not dependent on any oral or written public statements made by Momentum regarding future functionality or features.Your subscription fees do not include any taxes, levies, duties, or similar government assessments, except for taxes based on Momentum's income, property, and employees. You are responsible for the payment of any and all such taxes.Momentum reserves the right to modify the subscription fees for the Services. Such adjustments will take effect at the start of the next Renewal Subscription Term (as defined below) of the relevant Service’s Order Form. Momentum will notify you of any fee changes in writing at least 30 days before the conclusion of your current Subscription Term, and the relevant Service’s Order Form will be deemed amended accordingly.During the Subscription Term outlined in the Service’s Order Form, you will receive standard updates to the Services that are made generally available by Momentum. However, Momentum reserves the right to offer additional functionality or premium feature improvements at an extra cost.All rights not explicitly granted in this Agreement are reserved by Momentum and its licensors.
Refunds and Cancellations: Payments made by you hereunder are final and non-refundable, unless otherwise determined by Momentum.
Service CommunicationWe will communicate with you by email, or by posting notices on the Service. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.By using the Service, you acknowledge and agree that Momentum may send emails relating to your account. You can opt out of your subscription to Momentum’s e-mail services at any time by logging in to the Service and changing your notification preferences. You can also unsubscribe to special promotional emails at any time by clicking on the unsubscribe link in any of our e-mail communications under opt-in preferences.
Intellectual Property Rights
Service Content: You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by Momentum, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own Customer Data that you upload to or make available through the Service in accordance with these Terms of Service. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited.
Trademarks: The Momentum name and logos are trademarks and service marks of Momentum (collectively the “Momentum Trademarks”). Other Momentum, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Momentum. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Momentum Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Momentum Trademarks will inure to our exclusive benefit.
Liability for Third-Party Components: Under no circumstances will Momentum be liable in any way for or in connection with any content, materials, technology, or software of third parties (“Third-Party Materials”), including, but not limited to, any inaccuracies, errors, omissions, or intellectual property infringement within such Third-Party Materials, or for any loss or damage of any kind incurred as a result of the use of any Third-Party Materials posted, emailed, or otherwise displayed or transmitted through the Service. Customer agrees that Customer must evaluate, and bear all risks associated with, the use of any Third-Party Materials, including any reliance on the accuracy, completeness, or usefulness of such content.
Removal of Customer Data for Violating These Terms: You acknowledge that Momentum does not pre-screen Customer Data, but that Momentum reserves the right to refuse or remove any Customer Data that violates these Terms or is deemed by Momentum to violate applicable law.
Customer Data: You represent and warrant that you own all right, title and interest in and to Customer Data, including all copyrights and rights of publicity contained therein. You hereby grant Momentum and its affiliated companies, successors, and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your Customer Data in connection with the operation of the Service in any form, medium or technology now known or later developed. You assume all risk associated with your Customer Data and the transmission of your Customer Data, and you have sole responsibility for the accuracy, quality, legality and appropriateness of your User Content.
Usage Data: You hereby authorize Momentum and its third-party service providers to derive statistical and usage data relating to your use of the Service (“Usage Data”). We may use Usage Data for any purpose in accordance with applicable law and our Privacy Policy.
Feedback: Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service (“Submissions”), provided by you to Momentum are non-confidential and Momentum will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you. You acknowledge and agree that Momentum may preserve backups of Customer Data for its standard retention period—which will in no event be longer than 30 days following the term of the applicable Order Form (“Service Term”). You further acknowledge and agree that Momentum may be compelled to disclose Customer Data if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Momentum, its users, or the public. You understand that the technical processing and transmission of the Service, including your Customer Data, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
Marketing: You hereby grant Momentum the right to use your company name and logo as a reference for marketing or promotional purposes on Momentum's website and in other public or private communications or disclosures to existing or potential customers and investors, and in no event for a duration longer than the Service Term. Momentum respects the privacy and preferences of its customers and does not wish to include those who do not wish to be featured. Therefore, if you do not want your company to be used as a reference, you may send an email to support@momentum.io stating your preference.
Third-Party Services and WebsitesThe Service may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (the “Third-Party Services”). Additionally, you may enable or log in to the Service via various online Third-Party Services, like Salesforce and Slack. Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Some Third-Party Services will provide us with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third-Party Services and our use, storage and disclosure of information related to you and your use of such Third-Party Services within the Service, please see our Privacy Policy. Momentum has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not Momentum, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. Momentum enables these Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Service are between you and the third party. Momentum will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services. Nothing in this Agreement is intended to prevent or restrict you from obtaining Third-Party Services under their respective third-party agreements. Momentum will not be liable to you for any termination, breach of terms, or suspension of Services that may result from your or your Permitted Users use of any Third-Party Services.
IndemnificationYou agree to defend, indemnify, and hold harmless Momentum, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “Momentum Parties”) from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service, or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Momentum Party from or against any liability, losses, damages, or expenses incurred as a result of any action or inaction of such Momentum Party. Momentum will provide notice to you of any such claim, suit, or proceeding. Momentum reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Momentum’s defense of such matter. You may not settle or compromise any claim against the Momentum Parties without Momentum’s written consent. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or releasing party.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
Disclaimer of Warranties
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS-IS” BASIS. THE MOMENTUM PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.THE MOMENTUM PARTIES MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
Limitation of LiabilityYOU EXPRESSLY UNDERSTAND AND AGREE THAT THE MOMENTUM PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE MOMENTUM PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE MOMENTUM PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID MOMENTUM IN THE LAST SIX (6) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE, OR, IF GREATER, ONE HUNDRED DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
Term and TerminationThis Agreement becomes effective when you: (a) accept this Agreement; (b) complete the registration process for an account; and (c) access or otherwise use the Services.
Termination for Material Breach; Termination for Bankruptcy: Either you or Momentum can terminate this Agreement under the following circumstances: (i) the other party materially breaches the Agreement and fails to remedy the breach within 30 days after receiving notice (if the breach is capable of being cured), without prejudice and in addition to any right or remedy that the non-defaulting party may have under the Agreement or applicable law; or (ii) the other party becomes the subject of a bankruptcy petition or any other proceeding related to insolvency, receivership, liquidation, or assignment for the benefit of creditors, which is not dismissed within 30 days from the date of filing.At the end of the initial subscription term (the “Initial Subscription Term”), unless otherwise specified in a Service's Order Form, all Momentum subscriptions purchased by you pursuant to a Service's Order Form will automatically renew for additional 12-month periods (each, a “Renewal Subscription Term”). This will occur unless either you or Momentum provides written notification to the other party, at least 30 days prior to the end of the current subscription term, expressing the decision not to renew. The Initial Subscription Term and any subsequent Renewal Subscription Term collectively constitute the “Subscription Term".Upon the termination or expiration of the Agreement: (a) you will immediately cease use of the Services and all rights granted to you under the Agreement will terminate; and (b) under request Momentum will provide you with access to the Customer Data for download or export for a period of 30 days following such termination and then will delete same.
Consequences of Termination for Material Breach: In the event of a termination due to an uncured breach by Momentum, pursuant to this Section, we will refund you any prepaid subscription fees for Services that have not been provided under the applicable Service's Order Form on a prorated basis. If this Agreement is terminated by Momentum in accordance with this Section, you will pay any unpaid fees covering the remainder of the term of all outstanding Order Forms to the extent permitted by applicable law. In no event will termination relieve you of your obligation to pay any fees payable to Momentum for the period prior to the effective date of termination.
User DisputesYou agree that you are solely responsible for your interactions with any other user in connection with the Service, and Momentum will have no liability or responsibility with respect thereto. Momentum reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.
General
Incorporated Documents; Conflicts: These Terms, the Privacy Policy, and the DPA constitute the entire understanding between you and Momentum governing your access and use of the Service, and supersede any prior agreements between you and Momentum with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content or third-party software. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (a) the applicable Service's Order Form; (b) these Terms of Service; (c) the DPA: and (d) the Privacy Policy; and (d) Documentation.
Applicable Law; Jurisdiction: These Terms of Service will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Momentum submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco County, California. The failure of Momentum to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of Momentum, but Momentum may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.”
Service Notifications: Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service. Momentum will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Momentum’s reasonable control.
Insurance
Momentum will maintain insurance coverage that is commercially suitable, as reasonably determined by Momentum, taking into consideration the nature of the Services and Momentum's responsibilities under the Agreement. This insurance will be in a standard industry form and will encompass cyber liability coverage that is commercially appropriate. If you request it, Momentum will provide you with certificates of insurance to evidencing such coverage.
Questions? Concerns? Suggestions?
Please contact us at hello@momentum.io to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Service.
All access and use of Momentum Labs, Inc. (“Momentum” “we,” “us,” or “our”) website(s) located at https://momentum.io (the “Site”) and other products and services (the “Service(s)”) is subject to the terms and conditions contained herein (these “Terms of Service”). By accessing, browsing, or otherwise using the Site or any other aspect of the Service or otherwise clicking accept or affirmatively agreeing to these Terms of Service and all order forms for Services (each, an “Order Form”) and policies incorporated herein by reference (collectively with these Terms of Service and any applicable Order Form, the “Agreement”), you acknowledge that you have read, understood, and agree to be bound by the Agreement. If you do not accept any part of the Agreement, you will not access, browse, or otherwise use the Service. The Terms “you” and Customer are used interchangeably and have the same meaning.
We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms of Service were last revised. You may read a current, effective copy of these Terms of Service by visiting the “Terms of Service” link on the Site. We will also notify you of any material changes, either through the Service user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service. You should periodically visit this page to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you will not access, browse, or use (or continue to access, browse, or use) the Service.
Your Privacy: At Momentum, we respect the privacy of our users. For more information please see our Privacy Policy, located at https://www.momentum.io/privacy-policy (the “Privacy Policy”). By using the Service, you consent to our collection, use, store and disclosure of personal data and other data as outlined therein.
Additional Terms: In addition, when using certain features through the Service, you will be subject to any additional terms applicable to such features that may be posted on or within the Service from time to time. All such terms are hereby incorporated by reference into these Terms of Service.
Access and Use of the Service
Service Description: Momentum is an AI-powered revenue automation platform that streamlines pipeline management and Salesforce hygiene. By embedding into existing sales-first tooling, Momentum provides the building blocks designed to operationalize sales motions and improve sales efficiency. Use of third-party applications in connection with the Service is subject to the agreements by and between users, their organizations, and these entities. Please see the sections titled Third-Party Services and Websites below for more information.
Your Registration Obligations: You may be required to register with Momentum or provide information about yourself and your organization (e.g., name, email address and installing plugins like Slack) in order to access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service's Order Form. Registration data and certain other information about you are governed by our Privacy Policy. The Service is not available to persons who are not legally eligible to be bound by these terms. If you are under 18 years of age, you are not authorized to use the Service, with or without registering. If you are an entity, organization, or company, the individual who accepts this Agreement on your behalf certifies and guarantees that they possess the authority to legally bind your entity to this Agreement, and you consent to the terms and conditions outlined within it.
Member Account, Password and Security: You are responsible for maintaining the confidentiality of your password and account details, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to (a) immediately notify Momentum of any unauthorized use of your password or account or any other breach of security; and (b) ensure that you exit from your account at the end of each session when accessing the Service. Momentum will not be liable for any loss or damage arising from your failure to comply with this section.
Service Availability and Maintenance: Momentum strives to make every reasonable effort to ensure the highest service availability. Nevertheless, it is important to note that Momentum cannot provide an absolute guarantee of uninterrupted or error-free operation of the Services. To minimize disruptions, Momentum conducts service maintenance and makes commercially reasonable attempts to schedule system downtime during low-activity periods, thus aiming to prevent service interruptions and delays. Additionally, Momentum will make commercially reasonable efforts to notify you in advance of any planned downtime. You agree that Momentum will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
General Practices Regarding Use and Storage: You acknowledge that Momentum may establish general practices and limits concerning use of the Service, including the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Momentum’s or its third-party service providers’ servers on your behalf. You agree that Momentum has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that Momentum reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Momentum reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Free Trial: If you sign up for a free trial of the Services, Momentum will provide you and your Permitted Users with access to the Services, or any part of them, for evaluation purposes free of charge. These services are referred to as “Evaluation Services”. This access will continue until the earlier of: (a) the end of the applicable evaluation period; (b) the start date of any subscription to the Services that you purchase pursuant to an Order Form; or (c) termination of the Evaluation Services by Momentum for any specific reason or for no reason at all, by sending you a termination notice with immediate effect.
Conditions of Access and Use
User Conduct: You are fully responsible for your and your Permitted Users access to and use of the Services, including any Customer Data (as defined below). This responsibility includes compliance with the terms outlined in this Agreement, as well as adherence to all relevant local, state, federal, national, and international laws, regulations, and treaties.You also warrant that you have obtained all rights to authorize Momentum to use, copy, process, store, transmit, distribute, perform, transform, and display any data uploaded or made available by you to Momentum (“Customer Data”) for the purpose of providing you with the Services and performing any other actions you authorize in connection with the Customer Data.You acknowledge and agree that you will ensure that no Customer Data uploaded or made available to Momentum by any user or third party will: (a) contain content that is obscene, libelous, blasphemous, defamatory, or incites hatred, terrorism, or any similar offense; (b) infringe upon or misappropriate the intellectual property rights or violates the privacy rights of any third party, including but not limited to copyright, trademark, patent, trade secret, or other intellectual property rights, moral rights, or rights of publicity; (c) violate any applicable laws or encourage any conduct that would result in such violations.You and your Permitted Users are prohibited from: (i) using the Services for non-business purposes or engaging in any abusive conduct with the Services; (ii) reselling, transferring, granting others permission to use, pledging, leasing, renting, or sharing your rights under this Agreement, including with your affiliates; (iii) removing, deleting, altering, or obscuring any trademarks, copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Services; (iv) modifying, translating, adapting, updating, reproducing, creating derivative works of, duplicating, sublicense or copying any part of the Services; (v) making the Services or Customer Data available to anyone other than your employees and consultants acting on your behalf, or using them for the benefit of anyone other than you, unless explicitly stated otherwise; (vi) using the Services in a manner that damages, disrupts, disables, impairs, restricts, inhibits, or harms the Services, Momentum's information technology infrastructure, or Momentum's services to third parties; (vii) attempting to access Momentum's systems, programs, or data that are not publicly accessible, or trying to bypass registration processes, security measures, or traffic management devices of the Services; (viii) attempting to decompile, disassemble, re-engineer, or reverse engineer the Services or extract their source code, or assisting others in such activities; (ix) using the Services in a way that infringes upon, misappropriates, or violates intellectual property rights or other rights of Momentum or third parties, or violates applicable laws, Momentum policies, or the operational or security mechanisms of the Services; (x) transmitting any virus, worm, malware, or other malicious computer code to or through the Services; or (xi) permitting any third party to engage in any of the activities mentioned above.
Competitors: No employee, independent contractor, agent, or affiliate of any competing company of Momentum is permitted to view, access, or use any portion of the Service without express written permission from Momentum. By viewing, using, or accessing the Service, you represent and warrant that you are not a competitor of Momentum or any of its affiliates, or acting on behalf of a competitor of Momentum in using or accessing the Service.
Fees: In consideration for the right to use the Services under the terms in this Agreement, you are obligated to pay subscription fees based on the amount and payment terms specified in your Service’s Order Form. Unless there is a separate written agreement by and between you and Momentum, the price listed on the Service’s Order Form will apply to any additional subscriptions you acquire during the Subscription Term. You represent and warrant to Momentum that to the extent you are required to provide Momentum with payment information, such information is true and that you are authorized to use such payment instrument. You will promptly update your account information of any changes to such payment details as necessary. You acknowledge and agree that if Momentum is unable to collect the subscription fees owed for the Services, Momentum may take any necessary steps to collect these fees from you. You will be responsible for covering all costs and expenses incurred by Momentum in connection with this collection activity, including collection fees, court costs, and attorney's fees.Furthermore, if you fail to make any payment when it is due, Momentum reserves the right, in addition to any other remedies available: (i) collect interest on any overdue amounts at a rate equal to the lesser of 1.0% per month or the maximum rate permitted by law; or (ii) If the failure to pay continues for 7 days following written notice, to suspend the provision of the Services until all outstanding amounts, including interest, have been settled. In such cases, Momentum will not be liable to you for any obligation or liability arising from the suspension.You agree that your purchases of the Services hereunder are not contingent on the delivery of any future functionality or features and are not dependent on any oral or written public statements made by Momentum regarding future functionality or features.Your subscription fees do not include any taxes, levies, duties, or similar government assessments, except for taxes based on Momentum's income, property, and employees. You are responsible for the payment of any and all such taxes.Momentum reserves the right to modify the subscription fees for the Services. Such adjustments will take effect at the start of the next Renewal Subscription Term (as defined below) of the relevant Service’s Order Form. Momentum will notify you of any fee changes in writing at least 30 days before the conclusion of your current Subscription Term, and the relevant Service’s Order Form will be deemed amended accordingly.During the Subscription Term outlined in the Service’s Order Form, you will receive standard updates to the Services that are made generally available by Momentum. However, Momentum reserves the right to offer additional functionality or premium feature improvements at an extra cost.All rights not explicitly granted in this Agreement are reserved by Momentum and its licensors.
Refunds and Cancellations: Payments made by you hereunder are final and non-refundable, unless otherwise determined by Momentum.
Service CommunicationWe will communicate with you by email, or by posting notices on the Service. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.By using the Service, you acknowledge and agree that Momentum may send emails relating to your account. You can opt out of your subscription to Momentum’s e-mail services at any time by logging in to the Service and changing your notification preferences. You can also unsubscribe to special promotional emails at any time by clicking on the unsubscribe link in any of our e-mail communications under opt-in preferences.
Intellectual Property Rights
Service Content: You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret, or other proprietary rights and laws. Except as expressly authorized by Momentum, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own Customer Data that you upload to or make available through the Service in accordance with these Terms of Service. Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited.
Trademarks: The Momentum name and logos are trademarks and service marks of Momentum (collectively the “Momentum Trademarks”). Other Momentum, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Momentum. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Momentum Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Momentum Trademarks will inure to our exclusive benefit.
Liability for Third-Party Components: Under no circumstances will Momentum be liable in any way for or in connection with any content, materials, technology, or software of third parties (“Third-Party Materials”), including, but not limited to, any inaccuracies, errors, omissions, or intellectual property infringement within such Third-Party Materials, or for any loss or damage of any kind incurred as a result of the use of any Third-Party Materials posted, emailed, or otherwise displayed or transmitted through the Service. Customer agrees that Customer must evaluate, and bear all risks associated with, the use of any Third-Party Materials, including any reliance on the accuracy, completeness, or usefulness of such content.
Removal of Customer Data for Violating These Terms: You acknowledge that Momentum does not pre-screen Customer Data, but that Momentum reserves the right to refuse or remove any Customer Data that violates these Terms or is deemed by Momentum to violate applicable law.
Customer Data: You represent and warrant that you own all right, title and interest in and to Customer Data, including all copyrights and rights of publicity contained therein. You hereby grant Momentum and its affiliated companies, successors, and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your Customer Data in connection with the operation of the Service in any form, medium or technology now known or later developed. You assume all risk associated with your Customer Data and the transmission of your Customer Data, and you have sole responsibility for the accuracy, quality, legality and appropriateness of your User Content.
Usage Data: You hereby authorize Momentum and its third-party service providers to derive statistical and usage data relating to your use of the Service (“Usage Data”). We may use Usage Data for any purpose in accordance with applicable law and our Privacy Policy.
Feedback: Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service (“Submissions”), provided by you to Momentum are non-confidential and Momentum will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you. You acknowledge and agree that Momentum may preserve backups of Customer Data for its standard retention period—which will in no event be longer than 30 days following the term of the applicable Order Form (“Service Term”). You further acknowledge and agree that Momentum may be compelled to disclose Customer Data if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Momentum, its users, or the public. You understand that the technical processing and transmission of the Service, including your Customer Data, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
Marketing: You hereby grant Momentum the right to use your company name and logo as a reference for marketing or promotional purposes on Momentum's website and in other public or private communications or disclosures to existing or potential customers and investors, and in no event for a duration longer than the Service Term. Momentum respects the privacy and preferences of its customers and does not wish to include those who do not wish to be featured. Therefore, if you do not want your company to be used as a reference, you may send an email to support@momentum.io stating your preference.
Third-Party Services and WebsitesThe Service may provide links or other access to services, sites, technology, and resources that are provided or otherwise made available by third parties (the “Third-Party Services”). Additionally, you may enable or log in to the Service via various online Third-Party Services, like Salesforce and Slack. Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Some Third-Party Services will provide us with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third-Party Services and our use, storage and disclosure of information related to you and your use of such Third-Party Services within the Service, please see our Privacy Policy. Momentum has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not Momentum, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. Momentum enables these Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Service are between you and the third party. Momentum will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services. Nothing in this Agreement is intended to prevent or restrict you from obtaining Third-Party Services under their respective third-party agreements. Momentum will not be liable to you for any termination, breach of terms, or suspension of Services that may result from your or your Permitted Users use of any Third-Party Services.
IndemnificationYou agree to defend, indemnify, and hold harmless Momentum, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “Momentum Parties”) from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service, or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Momentum Party from or against any liability, losses, damages, or expenses incurred as a result of any action or inaction of such Momentum Party. Momentum will provide notice to you of any such claim, suit, or proceeding. Momentum reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Momentum’s defense of such matter. You may not settle or compromise any claim against the Momentum Parties without Momentum’s written consent. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or releasing party.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
Disclaimer of Warranties
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS-IS” BASIS. THE MOMENTUM PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.THE MOMENTUM PARTIES MAKE NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
Limitation of LiabilityYOU EXPRESSLY UNDERSTAND AND AGREE THAT THE MOMENTUM PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING DAMAGES FOR LOSS OF GOODWILL, USE, OR DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE MOMENTUM PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (C) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (E) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL THE MOMENTUM PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID MOMENTUM IN THE LAST SIX (6) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE, OR, IF GREATER, ONE HUNDRED DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
Term and TerminationThis Agreement becomes effective when you: (a) accept this Agreement; (b) complete the registration process for an account; and (c) access or otherwise use the Services.
Termination for Material Breach; Termination for Bankruptcy: Either you or Momentum can terminate this Agreement under the following circumstances: (i) the other party materially breaches the Agreement and fails to remedy the breach within 30 days after receiving notice (if the breach is capable of being cured), without prejudice and in addition to any right or remedy that the non-defaulting party may have under the Agreement or applicable law; or (ii) the other party becomes the subject of a bankruptcy petition or any other proceeding related to insolvency, receivership, liquidation, or assignment for the benefit of creditors, which is not dismissed within 30 days from the date of filing.At the end of the initial subscription term (the “Initial Subscription Term”), unless otherwise specified in a Service's Order Form, all Momentum subscriptions purchased by you pursuant to a Service's Order Form will automatically renew for additional 12-month periods (each, a “Renewal Subscription Term”). This will occur unless either you or Momentum provides written notification to the other party, at least 30 days prior to the end of the current subscription term, expressing the decision not to renew. The Initial Subscription Term and any subsequent Renewal Subscription Term collectively constitute the “Subscription Term".Upon the termination or expiration of the Agreement: (a) you will immediately cease use of the Services and all rights granted to you under the Agreement will terminate; and (b) under request Momentum will provide you with access to the Customer Data for download or export for a period of 30 days following such termination and then will delete same.
Consequences of Termination for Material Breach: In the event of a termination due to an uncured breach by Momentum, pursuant to this Section, we will refund you any prepaid subscription fees for Services that have not been provided under the applicable Service's Order Form on a prorated basis. If this Agreement is terminated by Momentum in accordance with this Section, you will pay any unpaid fees covering the remainder of the term of all outstanding Order Forms to the extent permitted by applicable law. In no event will termination relieve you of your obligation to pay any fees payable to Momentum for the period prior to the effective date of termination.
User DisputesYou agree that you are solely responsible for your interactions with any other user in connection with the Service, and Momentum will have no liability or responsibility with respect thereto. Momentum reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.
General
Incorporated Documents; Conflicts: These Terms, the Privacy Policy, and the DPA constitute the entire understanding between you and Momentum governing your access and use of the Service, and supersede any prior agreements between you and Momentum with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use Third-Party Services, third-party content or third-party software. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (a) the applicable Service's Order Form; (b) these Terms of Service; (c) the DPA: and (d) the Privacy Policy; and (d) Documentation.
Applicable Law; Jurisdiction: These Terms of Service will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Momentum submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco County, California. The failure of Momentum to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of these Terms of Service and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of Momentum, but Momentum may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. As used in these Terms of Service, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.”
Service Notifications: Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service. Momentum will not be in default hereunder by reason of any failure or delay in the performance of its obligations where such failure or delay is due to civil disturbances, riot, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or unavailability of electrical power, network access or equipment, or any other circumstances or causes beyond Momentum’s reasonable control.
Insurance
Momentum will maintain insurance coverage that is commercially suitable, as reasonably determined by Momentum, taking into consideration the nature of the Services and Momentum's responsibilities under the Agreement. This insurance will be in a standard industry form and will encompass cyber liability coverage that is commercially appropriate. If you request it, Momentum will provide you with certificates of insurance to evidencing such coverage.
Questions? Concerns? Suggestions?
Please contact us at hello@momentum.io to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Service.