Terms and Conditions

Momentum Digital Terms & Conditions

Please review our terms and conditions below before signing your contract with Momentum. This page was linked in your contract signature page presented to you upon your acceptance of the marketing quote, as well as via email. By signing the e-contract you have agreed to these terms and conditions outlined below.

Terms and Conditions

The following terms and conditions shall prevail under any circumstances. Approving and e-signing a contract from Momentum is an acknowledgment of the terms of services below.

1. Scope of Work

During the term of the Contract, Momentum shall perform services for the Client in connection with the planning, provision, research, advertising, marketing, consulting, and/or digital marketing services. Momentum will provide the following services as mention in the initial quote approved from the proposal the client confirmed before reaching this contract page.

Please scroll to the bottom of this terms and conditions page to get a list of the common services Momentum Digital provides various clients in regards to online marketing.

If the Client wishes to assign additional projects to Momentum beyond the Services outlined in the scope of work, Momentum can agree to accept such projects only upon an additional compensation. Added or amended work does not require a new contract if there is written consent and approval via email from both parties.

Momentum Digital reserves the right of ownership of any digital service work created throughout the duration of the contract. Once the contract is over and not renewed, Momentum will relinquish ownership to the client. Momentum will reserve ownership if the client cancels the contract early, terminates any agreement, or disputes any payments.

2. Term

This Contract shall start on the Effective Date of the contract digital signing and approval and shall continue for the time period aforementioned in the quote of services. The contract will remain intact unless otherwise extended with the mutual agreement of both the Parties. The client can cancel early ONLY in the case of retainer work (ongoing monthly) by submitting a 60-day written or email notice.

3. Fees

In consideration of the Services provided by Momentum, the Client agrees to pay the agreed rate mentioned in the quote approved by the client. If the client is reimbursing Momentum for any approved charges paid for by our company, then the client must reimburse Momentum within 30 days with an included 3% service fee.

The Client shall reimburse Momentum for reasonable out-of-pocket travel expenses, including transportation, lodging, mileage, and meals incurred in rendering Services (collectively “Expenses”). These will be communicated to the client via text, phone or email before incurring these non-digital expenses.

Other reimbursement expenses can include

  • Domain & hosting purchases on behalf of the client
  • Website theme and content purchases
  • Media & Advertising fees (such as Google, Facebook & Instagram ads)
    • These will be calculated and communicated to the client at the end of every month from Momentum along with a report and screenshot.
  • Email platforms and software
  • Templates and marketing softwares
  • **Momentum is also given the consent to charge the client authorized card on file for immediate reimbursement.

4. Intellectual Property Rights

  1. All intellectual property rights arising out of the Services rendered to the Client exclusively shall become the property of the Client upon completion of payment to Momentum.
  2. All rights, title and interest that the parties owned prior to the Effective Date, that is created, developed or used in the performance of this Contract, shall at all times remain owned by the respective parties.
  3. As stated previously, Momentum Digital reserves the right of ownership of any digital service work created throughout the duration of the contract. Once the contract is over and not renewed, Momentum will relinquish ownership to the client. Momentum will reserve ownership if the client cancels the contract early, terminates any agreement, or disputes any payments.

5. Exclusivity

For the term of this Contract, Momentum shall have the exclusive rights to market the products/services of the Client. Other marketing agencies and 3rd party vendors can be hired to assist the client as needed as long as there remain no conflicts of interest and with approval by our agency.

6. License

The Client shall grant Momentum Digital, a non-exclusive, non-transferable, royalty-free license to use the Client’s trade names, logos, trademarks, etc. in order to perform the Services. Momentum is allowed to use these for our case studies and to earn new prospective clients, awards, and testimonials.

7. Sub-Contractor

The Client acknowledges that Momentum, in the rendition of the Services hereunder, may engage third party suppliers and subcontractors (“Subcontractors”) from time to time to provide certain services. These contractors will be vetted and insured by Momentum, but do not need to be divulged or approved by the client.

8. Representations and Warranties

  1. Momentum hereby represents to have the expertise, knowledge, experience, and all the mandatory licenses, certificates, and permits needed to render the said Services.
  2. Both the Parties agree to uphold all the laws and legal requirements of the state of Pennsylvania and United States.
  3. In addition, Momentum shall conform to moral, ethical, and relevant professional standards pertaining to the delivery of Services in course of executing all the obligations and Services under this Contract.
  4. Momentum warrants to render the said Services in the most efficient and timely manner. This does not guarantee an exact date of estimated production and completion as timeline are subject to change for unforeseen circumstances.
  5. Our agency shall take special care that all the roles and responsibilities undertaken as per the terms and conditions of this Contract are executed while providing the Services.
  6. The Client acknowledges that Momentum shall not be held responsible for any hindrance which is out of the scope and responsibility of us to control or avoid.

9. Reporting

Momentum shall keep the Client informed with respect to the work being carried on to render the Services with updated reports on a monthly basis. Both Parties agree to option to conduct a monthly meeting to discuss this report and any upcoming tasks related to this Contract.

10. Confidentiality

The Parties to this Contract agree that each shall treat all information as confidential provided by a Party to the other during the term of this Contract. All confidential information provided by a Party hereto shall be used by the other Party solely for the purposes of rendering services pursuant to this Contract and, shall not be disclosed to any third party without the prior consent of such providing Party.

11. Termination

Either Party may terminate this Contract if any Party fails to perform any of its obligations under this Contract or if there is a breach of any the warranties provided herein, and if such failure is not cured within 90 days (unless extended by the Party) after written notice to the Party at fault, the Parties shall be entitled to seek and obtain all remedies available to it in law.

This Contract may be terminated by the client, with or without cause, by 90 days prior written notice to the other party.

Upon expiration or termination of this Contract for any reason, each party shall promptly return to the other party all documents and other material containing confidential information.

12. Indemnification

The Client agrees to indemnify the Company from and against any claim, damages, cost, loss, expense, or any kind of liability arising out of or in connection with this Contract for any act or non-performance of an act by the Client as per the terms and conditions herein.

13. Limitation of liability

Neither Party shall be liable to the other party for indirect, special, or consequential damages arising out of this Contract hereunder, including but not limited to loss of profits or equipment, or other costs.

Common Scope of Work Can Include

  • Google Business
    • Page takeover, optimizations, management, posting and marketing
  • Local SEO Marketing
    • Creating citations, reviews, directories, social bookmarks and backlinks
  • Website SEO
    • On-page SEO, metadata, titles, tags, compressions, content optimization, technical SEO, page speed optimizations.
  • Paid Advertising Management
    • For platforms such as Google, Facebook, Instagram, Bing, YouTube & Linkedin
    • Includes account setup or takeover, account building, optimizations, campaign creation, ad creation, ad and campaign management, budgeting and more.
  • Social Media Marketing
    • For platforms such as Google, Facebook, Instagram, TikTok, YouTube, Pinterest, & Linkedin
    • Includes account setup or takeover, account growth, content creation, posting, engaging, direct messaging, optimizations, campaign creation, ad creation, boosting posts, and more.
  • Website Design & Development
    • Including the domain, hosting, security, plugins, content, design and development
    • Involves buying and setting up the domain, DNS, hosting, template building, custom design, integrations, plugins, coding, page speed, forms, content additions, and more.
  • Email Marketing
    • Involves creating email accounts, setting up email accounts, sending cold outbound emails, using email marketing automation software, creating scripts and messaging, email templates, and email list building.
  • Branding & Design
    • Involves creating brand identity and strategy, logo creation, color coding, social design posts, digital branding templates, designs for social media and website, and brand packages.
  • SEO & Content
    • Involves writing and posting new content, editing and optimizing current content, finding and approving content, posting content to the website and social media, and more.

Thanks for reading, reviewing and approving this contract. We are excited to work together and will do everything we can to make this project a success.

If you have any questions or concerns don’t hesitate to contact us directly by phone, email or mail.

Momentum Digital 

Address:

1635 Market St. #1601

Philadelphia, PA 19103

Email: hi@needmomentum.com

Phone: (215) 876-2954

Additional Terms Related to Use of our website www.NeedMomentum.com

License to use our website

Unless otherwise stated, Momentum Digital and/or its licensors own the intellectual property rights published on this website and materials used on needmomentum.com. Subject to the license below, all these intellectual property rights are reserved.

You may view, download for caching purposes only, and print pages, files or other content from the website for your own personal use, subject to the restrictions set out below and elsewhere in these terms and conditions.

You must not:

  • republish material from this website in neither print nor digital media or documents (including republication on another website);
  • sell, rent or sub-license material from the website;
  • show any material from the website in public;
  • reproduce, duplicate, copy or otherwise exploit material on this website for a commercial purpose;
  • edit or otherwise modify any material on the website;
  • redistribute material from this website – except for content specifically and expressly made available for redistribution; or
  • republish or reproduce any part of this website through the use of iframes or screenscrapers.

Where content is specifically made available for redistribution, it may only be redistributed within your organisation.

Acceptable use

You must not use this website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of https://needmomentum.com or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

You must not use this website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.

You must not conduct any systematic or automated data collection activities on or in relation to this website without needmomentum.com’s express written consent.

This includes:

  • scraping
  • data mining
  • data extraction
  • data harvesting
  • ‘framing’ (iframes)
  • Article ‘Spinning’

You must not use this website or any part of it to transmit or send unsolicited commercial communications.

You must not use this website for any purposes related to marketing without the express written consent of needmomentum.com.

Restricted access

Access to certain areas of this website is restricted. needmomentum.com reserves the right to restrict access to certain areas of this website, or at our discretion, this entire website. needmomentum.com may change or modify this policy without notice.

If needmomentum.com provides you with a user ID and password to enable you to access restricted areas of this website or other content or services, you must ensure that the user ID and password are kept confidential. You alone are responsible for your password and user ID security..

needmomentum.com may disable your user ID and password at needmomentum.com’s sole discretion without notice or explanation.

User content

In these terms and conditions, “your user content” means material (including without limitation text, images, audio material, video material and audio-visual material) that you submit to this website, for whatever purpose.

You grant to https://needmomentum.com a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute your user content in any existing or future media. You also grant to needmomentum.com the right to sub-license these rights, and the right to bring an action for infringement of these rights.

Your user content must not be illegal or unlawful, must not infringe any third party’s legal rights, and must not be capable of giving rise to legal action whether against you or needmomentum.com or a third party (in each case under any applicable law).

You must not submit any user content to the website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

needmomentum.com reserves the right to edit or remove any material submitted to this website, or stored on the servers of needmomentum.com, or hosted or published upon this website.

needmomentum.com’s rights under these terms and conditions in relation to user content, needmomentum.com does not undertake to monitor the submission of such content to, or the publication of such content on, this website.

No warranties

This website is provided “as is” without any representations or warranties, express or implied. needmomentum.com makes no representations or warranties in relation to this website or the information and materials provided on this website.

Without prejudice to the generality of the foregoing paragraph, needmomentum.com does not warrant that:

  • this website will be constantly available, or available at all; or
  • the information on this website is complete, true, accurate or non-misleading.

Nothing on this website constitutes, or is meant to constitute, advice of any kind. If you require advice in relation to any legal, financial or medical matter you should consult an appropriate professional.

Limitations of liability

needmomentum.com will not be liable to you (whether under the law of contact, the law of torts or otherwise) in relation to the contents of, or use of, or otherwise in connection with, this website:

  • to the extent that the website is provided free-of-charge, for any direct loss;
  • for any indirect, special or consequential loss; or
  • for any business losses, loss of revenue, income, profits or anticipated savings, loss of contracts or business relationships, loss of reputation or goodwill, or loss or corruption of information or data.

These limitations of liability apply even if needmomentum.com has been expressly advised of the potential loss.

Exceptions

Nothing in this website disclaimer will exclude or limit any warranty implied by law that it would be unlawful to exclude or limit; and nothing in this website disclaimer will exclude or limit the liability of needmomentum.com in respect of any:

  • death or personal injury caused by the negligence of needmomentum.com or its agents, employees or shareholders/owners;
  • fraud or fraudulent misrepresentation on the part of needmomentum.com; or
  • matter which it would be illegal or unlawful for needmomentum.com to exclude or limit, or to attempt or purport to exclude or limit, its liability.

Reasonableness

By using this website, you agree that the exclusions and limitations of liability set out in this website disclaimer are reasonable.

If you do not think they are reasonable, you must not use this website.

Other parties

You accept that, as a limited liability entity, needmomentum.com has an interest in limiting the personal liability of its officers and employees. You agree that you will not bring any claim personally against needmomentum.com’s officers or employees in respect of any losses you suffer in connection with the website.

Without prejudice to the foregoing paragraph, you agree that the limitations of warranties and liability set out in this website disclaimer will protect needmomentum.com’s officers, employees, agents, subsidiaries, successors, assigns and sub-contractors as well as needmomentum.com.

Unenforceable provisions

If any provision of this website disclaimer is, or is found to be, unenforceable under applicable law, that will not affect the enforceability of the other provisions of this website disclaimer.

Indemnity

You hereby indemnify needmomentum.com and undertake to keep needmomentum.com indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by needmomentum.com to a third party in settlement of a claim or dispute on the advice of needmomentum.com’s legal advisers) incurred or suffered by needmomentum.com arising out of any breach by you of any provision of these terms and conditions, or arising out of any claim that you have breached any provision of these terms and conditions.

Breaches of these terms and conditions

Without prejudice to needmomentum.com’s other rights under these terms and conditions, if you breach these terms and conditions in any way, needmomentum.com may take such action as needmomentum.com deems appropriate to deal with the breach, including suspending your access to the website, prohibiting you from accessing the website, blocking computers using your IP address from accessing the website, contacting your internet service provider to request that they block your access to the website and/or bringing court proceedings against you.

Variation

needmomentum.com may revise these terms and conditions from time-to-time. Revised terms and conditions will apply to the use of this website from the date of the publication of the revised terms and conditions on this website. Please check this page regularly to ensure you are familiar with the current version.

Assignment

needmomentum.com may transfer, sub-contract or otherwise deal with needmomentum.com’s rights and/or obligations under these terms and conditions without notifying you or obtaining your consent.

You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these terms and conditions.

Severability

If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

Entire agreement

These terms and conditions, together with needmomentum.com’s Privacy Policy constitute the entire agreement between you and needmomentum.com in relation to your use of this website, and supersede all previous agreements in respect of your use of this website.

Law and jurisdiction

These terms and conditions will be governed by and construed in accordance with the laws of Pennsylvania, USA, and any disputes relating to these terms and conditions will be subject to the exclusive jurisdiction of the courts of Pennsylvania, USA.

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