Terms of Service

1. Agreement to Terms

By accessing or using the services provided by Momentum AI Co., LLC ("Momentum AI," "we," "us," or "our"), you ("Client," "you," or "your") agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not use our services.

These Terms, together with our Privacy Policy and any executed Master Service Agreement (MSA), govern your use of the Momentum AI platform.

2. Description of Services

Momentum AI provides an AI-powered virtual assistant platform designed for local service businesses. Our platform includes the following capabilities:

• 24/7 AI-powered call answering and appointment booking
• SMS confirmations, reminders, and follow-up messaging
• CRM contact management and lead tracking
• Review request automation and online reputation management
• Performance reporting, call analytics, and business intelligence
• Payment processing integration (available on select tiers)
• Missed call text-back and dormant customer re-engagement

The specific features available to you depend on your selected service tier.

3. Service Tiers and Pricing

Momentum AI offers the following service tiers. Each tier includes a one-time setup fee, a recurring monthly subscription, and a 6-month minimum commitment. All tiers include the AI voice receptionist:

Add-On Services:

• Text-to-Pay: $150/mo + $500 setup
• Recurring Payment Automation: $250/mo + $750 setup

Pricing is subject to change with 30 days written notice. Changes will not apply to the current billing cycle.

4. Account Registration and Security

• You must provide accurate and complete business information during registration.
• You are responsible for maintaining the confidentiality and security of your account credentials.
• You must notify us immediately of any unauthorized access to or use of your account.
• One account per business entity. Multiple locations may require separate accounts.
• You are responsible for all activities that occur under your account.

5. Client Obligations

As a client of Momentum AI, you agree to:

• Provide accurate business information, FAQs, service descriptions, and pricing details for AI assistant configuration.
• Maintain a valid payment method on file at all times.
• Comply with all applicable laws and regulations, including TCPA, HIPAA (if applicable), and applicable state regulations.
• Obtain any necessary consents from your customers for AI-assisted call handling, where required by law.
• Not use the platform for any illegal, fraudulent, deceptive, or harmful purposes.
• Notify Momentum AI promptly of any changes to your business operations, hours, services, or staff that may affect service delivery.
• Review and approve AI assistant scripts and configurations during onboarding.

6. AI Disclosure and Compliance

• Our AI system will identify itself as an AI assistant within two (2) seconds of each call, in compliance with TCPA and FCC regulations.
• Our services handle inbound calls. Outbound AI calling, if requested, requires separate consent management and compliance measures.
• Client is responsible for ensuring their customers are aware of AI use where required by applicable law.
• Client acknowledges that AI responses, while designed to be highly accurate, may occasionally contain errors. Momentum AI is not liable for decisions made based on AI-generated information.

7. Payment Terms

• Setup Fees: Due in full before service activation. Non-refundable once onboarding has begun.
• Monthly Subscription: Billed in advance on the first of each month.
• Payment Processing: All payments are processed via Stripe. Standard processing fees apply.
• Late Payments: A five (5) business day grace period applies. After the grace period, services may be suspended until payment is received.
• Refund Policy: Setup fees are non-refundable once onboarding has commenced. Monthly subscription fees are non-refundable for partial months.

SaaS services are not subject to Georgia sales tax. Applicable taxes, if any, are the responsibility of the Client.

8. Service Level

8.1 Uptime

We target 99.5% platform uptime, excluding scheduled maintenance windows and third-party service outages.

8.2 Maintenance

Scheduled maintenance windows: Weekends, 2:00 AM – 6:00 AM ET, with 48-hour advance notice provided via email.

8.3 Third-Party Dependencies

Our platform depends on third-party services including Retell AI, Twilio, and GoHighLevel. We are not responsible for outages or degraded performance caused by these providers, but will communicate status promptly and work to restore service.

8.4 Support Response Times

9. Intellectual Property

• Our Platform: Momentum AI retains all rights, title, and interest in the platform, technology, workflows, AI models, and methodologies. Nothing in these Terms transfers ownership of our intellectual property to you.
• Your Data: Client retains full ownership of their business data, customer information, and content provided to us.
• License Grant: Client grants Momentum AI a limited, non-exclusive, revocable license to use Client data solely for the purpose of providing the contracted services.
• Aggregated Data: We may use anonymized, aggregated data derived from platform usage to improve our services, develop new features, and generate industry benchmarks. Such data will not identify any individual client or their customers.

10. Confidentiality

Both parties agree to maintain the confidentiality of all non-public information received from the other party in connection with these Terms.

Confidential information includes, but is not limited to:

• Pricing terms and fee structures
• Business strategies and operational plans
• Customer data and contact information
• Technical details, configurations, and system architecture
• Performance metrics and analytics data

Confidentiality obligations survive termination of these Terms for a period of two (2) years.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MOMENTUM AI'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO MOMENTUM AI IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Exclusions. Momentum AI shall not be liable for:

• Indirect, incidental, special, consequential, or punitive damages of any kind
• Lost profits, lost revenue, or lost business opportunities
• Loss of data or business interruption
• Errors or inaccuracies in AI-generated responses
• Missed appointments or scheduling errors caused by system issues
• Outages, failures, or degraded performance of third-party services

THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF MOMENTUM AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Indemnification

12.1 Client Indemnification

Client agrees to indemnify, defend, and hold harmless Momentum AI, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Client's use of the services in violation of these Terms
• Client's violation of any applicable law or regulation
• Claims from Client's customers related to AI call handling
• Client's failure to obtain required consents

12.2 Momentum AI Indemnification

Momentum AI agrees to indemnify, defend, and hold harmless Client from and against claims arising out of:

• Momentum AI's gross negligence or willful misconduct
• Infringement of third-party intellectual property rights by the platform

13. Term and Termination

13.1 Term

All service plans require a minimum initial commitment of six (6) months (the "Initial Term"). After the Initial Term, services continue on a month-to-month basis unless terminated in accordance with Section 13.2.

13.2 Termination by Either Party

Either party may terminate these Terms with thirty (30) days written notice to the other party.

13.3 Termination for Cause

Momentum AI may terminate services immediately, without prior notice, for:

• Non-payment of fees after the five (5) business day grace period
• Violation of the Acceptable Use provisions in Section 5
• Engagement in illegal or fraudulent activity using the platform
• Material breach of these Terms that remains uncured after ten (10) days written notice

13.4 Effects of Termination

Upon termination:

• We will export your CRM data within thirty (30) days upon written request.
• All Client data will be permanently deleted ninety (90) days after the termination date.
• Setup fees are non-refundable.
• No refunds will be issued for unused portions of prepaid monthly fees.
• Sections on Confidentiality, Limitation of Liability, Indemnification, and Dispute Resolution survive termination.

14. Dispute Resolution

• Informal Resolution: Before initiating formal proceedings, both parties agree to attempt to resolve any dispute through good-faith negotiation for a period of thirty (30) days.
• Binding Arbitration: If informal resolution is unsuccessful, disputes shall be resolved through binding arbitration administered under the rules of the American Arbitration Association.
• Venue and Governing Law: All disputes shall be governed by the laws of the State of Georgia, without regard to conflict of law principles. The venue for arbitration shall be the State of Georgia.
• No Class Actions: All claims must be brought in the parties' individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

15. Modifications

We reserve the right to modify these Terms at any time. We will provide at least thirty (30) days written notice of any material changes via email. Continued use of the services after the modification effective date constitutes acceptance of the updated Terms. If you do not agree with the modifications, you may terminate your account in accordance with Section 13.

16. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

17. Entire Agreement

These Terms of Service, together with the Privacy Policy and any executed Master Service Agreement (MSA) or Business Associate Agreement (BAA), constitute the entire agreement between Client and Momentum AI with respect to the subject matter hereof. These Terms supersede all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

18. Contact

For questions about these Terms of Service, please contact us: