Terms of Service
Effective Date: September 19, 2025
These Terms of Service (“Terms”) govern your access to and use of the products and services (collectively, the “Services”) offered by Momentum Digital Marketing LLC (“we,” “us,” “our”) via the “Business Power Ups” programs, including, but not limited to:
• Momentum Gainer Business Startup Package
• Daily Momentum: Social Media Content
• Maintaining Momentum: Auto Missed Call Text Back
• Power for Success: AI Employee
• Increasing Momentum: Facebook & Google Ad Manager
By purchasing, subscribing to, or using any of our Services, you (“you,” “Client,” “Customer”) agree to be bound by these Terms. If you do not agree to these Terms, you must not use our Services.
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1. Services & Deliverables
1. Scope
We agree to provide the Services you select according to the description on our website or in any written agreement between you and us. These may include business formation, branding (logo, brand kit), website creation, social media content creation, missed‐call text automation, AI task assistance, and managing advertising on Facebook & Google.
2. Changes & Customization
If you request changes, customizations, or additions beyond those in the selected package, we may agree to provide them at additional cost, and with revised timelines.
3. Delivery & Timing
We will use reasonable efforts to deliver within estimated timelines, but such timelines are estimates only. Delays may occur due to your failure to provide required materials, approvals, or other third‐party delays. We are not liable for delays beyond our reasonable control.
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2. Client Responsibilities
1. Information & Materials
You agree to provide all required content, feedback, logos, access, credentials, approvals, and any other materials reasonably requested by us in a timely manner.
2. Accuracy
You are responsible for ensuring that all materials you provide do not violate any third-party rights (e.g. copyrights, trademarks, privacy, publicity) and that they are accurate. You also represent that you have the right to grant us licenses to use content you supply.
3. Cooperation
You agree to respond to communications, confirm or reject drafts, provide feedback, and approve materials in timely fashion as required for us to meet delivery estimates.
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3. Payment, Pricing & Refunds
1. Fees & Payment Terms
o The Services will be charged at the rates published on our website or in your proposal.
o Payment is due as specified (e.g. in full up front, or via scheduled payments).
o You may be required to pay a deposit before work begins.
2. Taxes
You are responsible for any applicable taxes (sales, VAT, etc.) arising from the Services, excluding taxes based on our income.
3. Refunds & Cancellations
o If you cancel after work has started, you may forfeit the deposit and/or be billed for work performed to date.
o Certain services (e.g. digital content, custom branding) may not be refundable once delivered.
o If we cannot perform due to your failure to provide materials or approvals, we may pause work; you remain responsible for payments due.
4. Late Payments
If payment is overdue, we reserve the right to suspend or terminate Services until payment is made. Interest may accrue on late payments at the maximum rate permitted by law.
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4. Intellectual Property
1. Our Ownership
We retain ownership of all deliverables, source files, tools, software, templates, or proprietary materials that we developed prior to or independent of your project or that are used across multiple clients (“Our IP”).
2. Client Ownership / License
Upon full payment, we grant you a non-exclusive, non-transferable license (or assignment, as specified) to use the deliverables we created uniquely for you (logos, brand kit, content) in accordance with the intended purposes.
3. Third-Party Materials
Materials licensed by third parties (e.g., fonts, stock images, plugins) are governed by those third-party licenses. You must abide by those license terms. Additional licensing fees may apply.
4. License Back / Use of Work
We may, unless otherwise agreed, use examples of the work for our portfolio, marketing, or demonstration, unless you explicitly request confidentiality in writing.
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5. Warranties & Disclaimers
1. No Legal, Financial or Medical Advice
Unless agreed in writing with licensed professionals, we do not provide legal, medical, or financial advice.
2. “As Is” & Performance Disclaimer
While we aim for high quality, we make no guarantees regarding specific outcomes (e.g. sales increases, audience growth). Performance metrics (advertising ROI, web traffic) are influenced by many external factors.
3. Limitation of Liability
To the fullest extent permitted by law, our liability to you for damages under these Terms (whether in contract, tort, or other theory) shall not exceed the total amounts you have paid to us for the particular Service giving rise to claim. We are not liable for indirect, incidental, consequential, or punitive damages.
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6. Term, Termination & Suspension
1. Term
These Terms are effective as of the date you accept them (via purchase, subscription, or engagement) and continue until the Services are completed or terminated.
2. Termination by Client
You may terminate the Services at any time by giving written notice. Termination may involve fees for work already completed and materials ordered or committed by us.
3. Termination by Momentum Digital Marketing
We may suspend or terminate Services (or access to them) if you breach these Terms, fail to pay, or if you provide materials that violate law or third-party rights. We may also terminate if required by law or court order.
4. Effect of Termination
Upon termination, you will pay for all work completed through termination date. We will deliver any completed deliverables (subject to payment). Sections that by their nature should survive termination (e.g. Payments, Intellectual Property, Disclaimers, Liability, Terms of Service) shall survive.
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7. Advertising, Social Media & Campaigns
1. Ad Campaign Management
For services involving Facebook & Google Ads (“Increasing Momentum”), we will set up, manage, and attempt to optimize campaigns on your behalf. You acknowledge that ad spend (paid media budget) is separate and not included in our management fee unless explicitly stated.
2. Compliance & Policy
You are responsible for following the policies of the ad platforms (Facebook, Google). We will not be responsible for rejected ads or penalties imposed by those platforms if guidelines are violated by content you provided or approved.
3. Performance Metrics
We may provide you with reports, metrics, and analytics. You recognize that numbers (clicks, impressions, conversions) may fluctuate. We do not guarantee specific results.
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8. Auto Missed Call Text Back & AI Employee Services
Because these involve automation features:
1. Service Uptime & Limitations
We aim to ensure reasonable uptime and reliable delivery of automated services, but we do not guarantee 100% uptime. Interruptions (due to maintenance, network, provider changes) may occur.
2. Data Privacy & SMS / Texting Compliance
For automated texting, you must comply with relevant laws (e.g., TCPA in the U.S.) and obtain any required permissions from those to whom texts are sent. You indemnify us for any penalties resulting from non-compliance by you.
3. AI Assistant / “Employee”
Automated or AI-powered components are provided with best practices, but outputs may be imperfect. You accept that technology may misunderstand, misclassify, or make errors.
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9. Privacy & Data
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10. Indemnification
You agree to defend, indemnify, and hold harmless Momentum Digital Marketing LLC, its officers, employees, agents, and contractors from and against any claims, losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees) arising out of or related to:
• Your breach of these Terms
• Any materials you supply that infringe third-party rights
• Your violation of any law or regulation in connection with your use of the Services
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11. Governing Law & Dispute Resolution
1. Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of Louisiana, without regard to its conflict of law principles.
2. Jurisdiction
Any dispute arising out of or relating to these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Baton Rouge, East Baton Rouge Parish, Louisiana.
3. Attorney’s Fees & Costs
If a dispute arises that leads to litigation or arbitration, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs, where permitted by law.
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12. Miscellaneous
1. Entire Agreement
These Terms, together with any other written agreement between you and us, constitute the entire agreement concerning the Services, superseding any prior understandings or agreements.
2. Amendments
We may update these Terms at any time. If we do, we’ll post the revised version on our website with a new “Effective Date.” Your continued use after the update means you accept the new Terms.
3. Severability
If any provision of these Terms is held invalid or unenforceable, it shall be severed or modified to the minimum extent necessary, and the rest of the Terms shall remain in effect.
4. Assignment
You may not assign or transfer your rights or obligations under these Terms without our written consent. We may assign ours.
5. Waiver
Failure by either party to enforce any right under these Terms does not constitute a waiver of that right.
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If you have any questions about these Terms, please contact us:
Momentum Digital Marketing LLC
Address: 6554 Florida Blvd., Ste. 110 #2031, Baton Rouge, LA 70806
Phone: (225) 416-5804
Email: info@momentum-digital-marketing.com
