1. Agreement Structure

These Terms are incorporated into each proposal, quote, subscription selection, order form, statement of work, insertion order, or similar document accepted by Client (each, an “Order Form”). An Order Form may identify Services, deliverables, usage limits, fees, media budget, start date, term, and additional conditions.

If documents conflict, the following order controls unless expressly stated otherwise:

1. a signed amendment or negotiated master services agreement;
2. the applicable Order Form;
3. a data processing addendum or business associate agreement, solely for its subject matter;
4. these Terms; and
5. website descriptions, marketing materials, or informal communications.

Website content describes Services generally and is not a promise that every feature is included. Only an accepted Order Form defines the Services purchased. A purchase order issued by Client is for administrative convenience only; additional or conflicting purchase-order terms are rejected unless signed by iMomentum.

2. Eligibility and Authority

You must be at least 18 years old and legally able to enter a binding agreement. Our paid Services are designed primarily for businesses. If you act for a business, you represent and warrant that the business is validly organized where required, you have authority to bind it, and all information you provide is accurate and complete.

3. Services

Depending on the Order Form, Services may include:

• Google Business Profile optimization and management;
• search engine optimization (SEO), answer engine optimization (AEO), generative engine optimization (GEO), technical improvements, website structure, content, and backlink support;
• AI-search visibility strategies for platforms such as Google AI, ChatGPT, Gemini, and Perplexity;
• City Dominator content, service or market pages, blogging, social distribution, and related visibility services;
• Reviews Dominator review requests, responses, testimonial collection, video testimonials, and reputation workflows;
• Yelp profile and campaign management;
• Google Local Services Ads management;
• Facebook, Instagram, Threads, and other social media management, organic content, Meta advertising, and retargeting;
• Dominator Sales, AI-powered lead agents, inbound and outbound communications, qualification, appointment booking, quote follow-up, re-engagement, upsell, and sales automation;
• CRM, scheduling, call-tracking, analytics, reporting, and third-party integrations;
• website, landing-page, creative, consulting, training, or related marketing services; and
• other services identified in an Order Form.

We may use employees, contractors, affiliates, technology providers, and subprocessors to deliver Services. We may modify methods, workflows, providers, or non-material features as technology and platform requirements evolve, provided the overall purchased service is not materially reduced during a prepaid term.

4. Term and Minimum Commitment

Minimum initial term. Unless an Order Form states a longer period, each recurring Service has a minimum initial term of three consecutive months (the “Initial Term”). The Initial Term begins on the date stated in the Order Form or, if no date is stated, on the earlier of account activation, onboarding, or the first invoice date. Setup, onboarding, access collection, research, strategy, and system configuration are part of the Services and may occur before campaigns launch.

Client may not cancel for convenience during the Initial Term. If Client nevertheless instructs iMomentum to stop work, revokes required access, or otherwise prevents performance, Client remains responsible for all fees scheduled through the end of the Initial Term, plus approved media spend, usage charges, and non-cancellable third-party commitments. The parties agree this payment obligation compensates iMomentum for reserved capacity, onboarding, planning, and committed resources and is not intended as a penalty, to the extent permitted by law.

A longer term stated in an Order Form controls. Service pauses do not extend payment deadlines or reduce the minimum commitment unless iMomentum agrees in writing.

5. Renewal and Cancellation

Unless the Order Form provides a different renewal period, Services automatically continue after the Initial Term on a month-to-month basis at the then-current fees. Either party may cancel a month-to-month renewal by giving at least 30 days’ written notice. Cancellation becomes effective at the end of the applicable paid billing period after the notice period expires; partial periods are not prorated.

Cancellation notices must be sent to tw@imomentum.net and should identify the Client, account, and Services being cancelled. We will acknowledge valid cancellation requests. If law requires another cancellation method, Client may use that method. Merely removing a payment method, disputing a charge, revoking platform access, or ceasing use does not constitute cancellation.

If an Order Form is annual or has another fixed renewal term, its renewal and notice provisions control. We may change recurring fees after the Initial Term by giving at least 30 days’ notice, unless the Order Form provides otherwise. Continued use after the effective date constitutes acceptance of the changed fees.

6. Fees, Billing, Advertising Spend, and Taxes

• Service fees: Recurring fees are billed in advance unless the Order Form states otherwise.
• Setup and onboarding: Setup, implementation, migration, creative, and onboarding fees are earned when work begins and are non-refundable except where required by law.
• Media and platform spend: Advertising budgets, lead charges, call or message usage, software licenses, domains, printing, and other third-party costs are separate from management fees unless expressly included.
• Authorization: Client authorizes iMomentum and its payment processor to charge the payment method on file for amounts due under the Agreement.
• Usage charges: Charges based on calls, minutes, messages, contacts, locations, pages, users, or other usage may be billed in arrears or as prepaid credits.
• Taxes: Fees exclude sales, use, excise, value-added, and similar taxes. Client is responsible for applicable taxes other than taxes on iMomentum’s net income.

Unless otherwise stated, invoices are due upon receipt. Past-due amounts may accrue interest at the lesser of 1.5% per month or the highest rate permitted by law. Client is responsible for reasonable collection costs, including attorneys’ fees, collection-agency fees, and court costs, where permitted. We may suspend Services, campaigns, reporting, account transfers, and deliverable release for overdue amounts.

Except as expressly stated in an Order Form or required by law, fees are non-refundable and non-creditable. Advertising platforms control their own billing and refund decisions. A chargeback does not cancel the Agreement or eliminate valid payment obligations. Client must first contact us and allow a reasonable opportunity to investigate a disputed charge.

7. Client Responsibilities

Client will timely:

• provide accurate business, licensing, service, pricing, offer, location, and availability information;
• provide and maintain necessary account access, permissions, integrations, payment methods, and platform approvals;
• review deliverables, scripts, offers, profiles, ads, and reports and notify us promptly of inaccuracies;
• maintain all licenses, insurance, bonds, registrations, and qualifications required to offer its products or services;
• honor advertised offers, warranties, appointments, quotes, refunds, and consumer commitments;
• respond to leads professionally and maintain sufficient staffing, scheduling capacity, and customer support;
• provide lawful instructions and comply with advertising, privacy, communications, consumer-protection, employment, intellectual-property, and industry-specific laws;
• ensure Client Materials and claims are accurate, substantiated, non-deceptive, and lawfully usable; and
• maintain backups of business records and content that Client must preserve.

Client is responsible for its products, services, technicians, sales practices, customer relationships, and fulfillment. iMomentum is not a party to transactions between Client and its leads or customers and is not responsible for job quality, property damage, personal injury, refunds, warranties, disputes, or regulatory obligations arising from Client’s business.

8. Approvals, Cooperation, and Client Delays

Client will designate an authorized contact. Approvals from that contact may be relied upon. Unless a different period is agreed, Client should provide requested feedback or approval within three business days. Delayed feedback, incomplete information, access problems, platform verification, or Client-requested changes may delay launch and results but do not pause the term or payment obligations.

Once Client approves a strategy, recurring format, brand direction, offer, script, or campaign framework, iMomentum may produce and publish substantially similar recurring materials without obtaining separate approval for every item, unless the Order Form requires item-by-item approval. Client remains responsible for promptly identifying factual, legal, pricing, availability, or compliance issues known to Client.

Work outside the agreed scope, including additional revisions, locations, campaigns, integrations, pages, languages, migrations, or emergency requests, may require a change order and additional fees.

9. Automated Calls, Texts, Email, AI Agents, and Recording

Services may include calls, SMS/MMS, email, voicemail, chat, call recording, transcription, artificial or prerecorded voices, AI-generated voices, automated dialing or messaging, and AI-assisted qualification, scheduling, follow-up, or re-engagement. These tools create material compliance responsibilities.

Client’s compliance obligations

For communications initiated for Client, Client represents, warrants, and agrees that:

• Client has a lawful basis and all consent required to provide each contact and direct each communication;
• where prior express written consent is required, Client will maintain verifiable records identifying the recipient, number, date, source, disclosure shown, seller or caller covered, authorized technologies, and revocation history;
• contact lists will be scrubbed against applicable National, state, and internal do-not-call lists and reassigned-number or suppression data where required;
• campaigns will comply with the Telephone Consumer Protection Act, Telemarketing Sales Rule, CAN-SPAM Act, state mini-TCPA and call-recording laws, carrier rules, and applicable industry requirements;
• messages will identify the appropriate sender, include required disclosures and opt-out instructions, observe permitted calling times and frequency limits, and promptly honor revocation by any legally recognized reasonable method;
• Client will not use purchased, scraped, appended, or third-party lead data unless Client has documented authority and consent sufficient for the specific campaign;
• Client will provide accurate scripts, offers, caller identification, business identity, and escalation instructions; and
• Client will not direct us to conceal the use of AI, impersonate a person, clone a voice without authorization, mislead a recipient, or continue contacting someone who has opted out.

These Terms do not themselves obtain consent from any lead or consumer. iMomentum may require proof of consent, reject or suspend a campaign, alter a workflow to support compliance, or suppress a contact. Our review or configuration of a campaign is not legal advice and does not transfer Client’s compliance obligations to us.

Recordings and AI output

Client authorizes recording, transcription, summarization, and analysis only where lawful and properly disclosed. Client is responsible for informing its personnel and customers when required. AI agents may misunderstand a caller, provide an incomplete response, or require human intervention. Client must maintain appropriate escalation, emergency, quality-control, and human-review procedures.

10. Advertising, Lead Generation, and Campaign Management

Advertising and lead-generation Services may include Meta Ads, Google Local Services Ads, Yelp Ads, retargeting, call tracking, audience creation, attribution, creative testing, and budget pacing. Client authorizes iMomentum to create, edit, pause, and manage campaigns and to use Client Materials for that purpose.

Advertising spend is not included unless expressly stated. Client is responsible for platform charges, taxes, refunds, invalid-lead procedures, and maintaining sufficient payment capacity. We may reallocate budget among approved campaigns, audiences, placements, keywords, services, or locations to pursue performance objectives, unless Client provides written restrictions.

Lead volume, lead quality, cost per lead, booked jobs, revenue, return on ad spend, and platform approval are not guaranteed. Results depend on market conditions, competition, budget, seasonality, offer, reviews, service area, response time, sales performance, platform algorithms, and factors beyond our control. Platforms may reject, limit, suspend, or terminate ads or accounts without notice, and iMomentum is not liable for platform decisions.

11. SEO, Google Business Profile, AEO, GEO, and AI Visibility

Search and visibility Services may include technical changes, site-structure recommendations, content, service and market pages, schema, internal links, backlinks, citation support, Google Business Profile work, SEO, AEO, GEO, and preparation for AI answer platforms. Client authorizes reasonable changes within the purchased scope.

Search engines, maps, directories, and AI platforms independently determine indexing, ranking, display, citations, recommendations, and eligibility. We do not guarantee a specific ranking, map position, featured answer, AI mention, backlink metric, traffic level, lead volume, or time to result. Rankings and visibility may fluctuate or decline. Platform guidelines, algorithm updates, competitor activity, prior site history, technical limitations, or Client changes can affect performance.

Client will not direct us to use deceptive, infringing, fabricated, or prohibited methods. We may refuse tactics reasonably likely to violate platform policies or damage a property. Removal of third-party links, listings, reviews, or search results is not guaranteed.

12. Reviews, Testimonials, and Reputation Services

Review Services may automate requests, reminders, responses, testimonial collection, video requests, display, and reporting. Client authorizes us to contact eligible customers as configured and represents that contact data and instructions are lawful.

Client will not, and will not ask us to:

• create, purchase, sell, or publish fake or false reviews, testimonials, or indicators of influence;
• condition compensation or incentives on a positive sentiment or particular rating;
• misrepresent an insider, employee, relative, or compensated relationship;
• threaten, intimidate, or improperly suppress honest negative feedback;
• use review gating or selectively solicit only customers expected to leave positive reviews where prohibited by law or platform policy; or
• edit a testimonial in a way that changes its meaning or creates an unsubstantiated claim.

Review platforms and customers control whether reviews are submitted, displayed, filtered, removed, or changed. We do not guarantee the number, sentiment, rating, publication, or ranking effect of reviews.

13. Social Media, Content, and Creative Services

Client authorizes iMomentum to create, adapt, schedule, publish, promote, and repurpose approved content on the platforms and accounts within scope. Client is responsible for the accuracy and substantiation of claims about pricing, discounts, licenses, warranties, performance, availability, safety, and customer outcomes.

Unless an Order Form states otherwise, content calendars, posting quantities, publication dates, and platform mix are estimates that may be adjusted for quality, timing, platform changes, emergencies, or campaign strategy. We do not guarantee reach, engagement, followers, virality, leads, or revenue from organic content.

14. Third-Party Platforms and Integrations

Services depend on third parties such as Google, Meta, Yelp, telecommunications carriers, CRM providers, scheduling systems, hosting providers, payment processors, analytics services, and AI providers. Client agrees to applicable third-party terms and authorizes the access, data exchange, and account actions necessary to provide Services.

iMomentum does not control and is not responsible for third-party pricing, policies, data practices, outages, security incidents, API changes, feature removal, account verification, lead disputes, spam labeling, number reputation, deliverability, suspension, or termination. If a third-party change materially prevents a Service, we may use a reasonable substitute, modify the scope, or terminate the affected Service. Prepaid third-party charges remain subject to that provider’s policies.

15. Accounts, Credentials, and Marketing Assets

Client will provide only authorized access and will protect credentials. Client is responsible for actions taken through its accounts and for promptly removing former users. We may require role-based access, multi-factor authentication, or other security controls.

Client retains ownership of Client-owned platform accounts and data, subject to platform terms. Campaigns, profiles, domains, phone numbers, tracking assets, or software instances created inside Client-owned accounts generally remain in those accounts after all amounts are paid. Assets created within iMomentum’s shared, agency-owned, licensed, or multi-client infrastructure may not be transferable. Transfer of a dedicated number, domain, account, or other asset is subject to full payment, provider capability, security review, and reasonable transition fees.

Upon termination and full payment, each party will reasonably cooperate on transition within the purchased scope. Unless otherwise agreed, transition assistance, migrations, exports, training, or work performed after termination is billable at our then-current rates.

16. Intellectual Property and Licenses

Client Materials

Client owns materials it provides, including trademarks, logos, customer information, photos, videos, claims, websites, and copy (“Client Materials”). Client grants iMomentum a worldwide, non-exclusive, royalty-free license during the Agreement to host, copy, modify, distribute, display, transmit, and otherwise use Client Materials as necessary to provide, secure, demonstrate, and improve the purchased Services. Client represents that it has all rights and permissions needed for that use.

iMomentum Materials

iMomentum and its licensors retain all rights in pre-existing and general-purpose materials, software, AI agents, automations, prompts, templates, frameworks, methods, workflows, dashboards, documentation, know-how, campaign structures, code, designs, reports, and improvements (“iMomentum Materials”). No ownership of iMomentum Materials transfers to Client.

Final deliverables

After full payment, Client receives a perpetual, worldwide license to use final, Client-specific deliverables for its own business. If an Order Form expressly states that custom deliverables are assigned, assignment occurs only after full payment and excludes iMomentum Materials, third-party materials, stock assets, fonts, software, data, platform elements, and reusable components. iMomentum retains the right to use general skills, ideas, techniques, and non-confidential know-how developed during the engagement.

Portfolio and publicity

Unless Client opts out in writing, Client grants iMomentum permission to identify Client by name and logo and to display public-facing deliverables and non-confidential, accurately reported results in portfolios, proposals, case studies, award submissions, and marketing. We will not publish Client’s confidential information or private customer data without authorization.

17. AI-Assisted Content and Automation

We may use AI tools to assist with research, drafting, images, classification, transcription, analysis, scripts, optimization, and communications. AI output may contain errors, omissions, bias, outdated information, or material similar to output provided to others. Unless expressly agreed, we do not promise that AI-assisted output is unique, registrable, or eligible for copyright, trademark, patent, or other protection.

Client must review material claims, pricing, technical statements, legal disclosures, and regulated content before use. Client will not provide highly sensitive or restricted information for AI processing unless expressly approved and covered by appropriate terms. AI tools are not substitutes for legal, tax, medical, safety, engineering, or other licensed professional advice.

18. Confidentiality

“Confidential Information” means non-public information disclosed by one party that reasonably should be understood as confidential, including business plans, customer data, credentials, pricing, methods, software, and security information. The receiving party will use reasonable care, use it only for the Agreement, and disclose it only to personnel and providers who need it and are subject to confidentiality obligations.

Confidential Information excludes information that the receiving party can demonstrate was lawfully known without restriction, becomes public without breach, is received lawfully from another source, or is independently developed. A party may disclose information when legally required after providing notice where lawful. On request or termination, Confidential Information will be returned or deleted when reasonably practicable, subject to legal retention, backups, and continuing confidentiality obligations.

19. Privacy, Security, and Data Processing

Our processing of personal information for our own purposes is described in our Privacy Policy. When we process personal information for Client, Client is the responsible business or controller and iMomentum acts as a service provider, contractor, or processor to the extent required by applicable law. The parties will enter a data-processing addendum where required.

Client will provide required privacy notices, honor rights requests, obtain lawful consent, and configure retention and suppression requirements. Client will not provide protected health information, payment-card data, biometric identifiers, precise geolocation, children’s data, Social Security numbers, or similarly sensitive information unless expressly approved in writing and subject to additional safeguards.

Each party will maintain reasonable safeguards appropriate to its role. No system is completely secure. Client remains responsible for the security of Client-controlled accounts, endpoints, personnel, and credentials.

20. Acceptable Use

Client and users may not use the website or Services to:

• violate law, regulations, sanctions, platform rules, or third-party rights;
• send unlawful, deceptive, harassing, abusive, discriminatory, or unwanted communications;
• impersonate another person, misrepresent identity or affiliation, or use unauthorized voice cloning;
• publish false claims, fake reviews, infringing content, malware, or harmful code;
• scrape, reverse engineer, copy, resell, sublicense, or circumvent usage or security controls except where law expressly permits;
• interfere with systems, overload infrastructure, test vulnerabilities without permission, or access another account;
• use outputs or data to build a competing platform, model, dataset, or service;
• use Services for emergencies, dispatch requiring guaranteed response, or high-risk decisions; or
• engage in conduct reasonably likely to harm a person, platform account, telecommunications reputation, or iMomentum’s business.

21. Suspension and Termination

We may suspend or limit Services immediately for nonpayment, suspected fraud, security risk, unlawful or abusive activity, missing consent evidence, platform violation, threatened legal exposure, misuse, or conduct that could harm a third party, platform relationship, telecommunications channel, or our systems or reputation.

Either party may terminate for a material breach that remains uncured 10 days after written notice, except that no cure period is required for fraud, intentional illegality, serious security risk, infringement, confidentiality breach, repeated violation, insolvency, or a breach not reasonably capable of cure. iMomentum may terminate an affected Service if a third-party platform or law makes continued performance impracticable.

Termination does not eliminate accrued payment obligations. Sections concerning fees, compliance, ownership, confidentiality, disclaimers, indemnity, liability, disputes, and provisions that by nature should survive will survive termination. We may delete Client data after termination in accordance with our retention practices; Client should export required information before access ends.

22. Disclaimers and No Guarantee of Results

To the maximum extent permitted by law, the website and Services are provided “as is” and “as available.” iMomentum disclaims all express, implied, and statutory warranties, including merchantability, fitness for a particular purpose, title, non-infringement, quiet enjoyment, accuracy, and warranties arising from course of dealing.

We do not warrant uninterrupted or error-free operation; continuous availability of any platform, number, account, integration, ranking, or feature; or that every defect, security issue, spam label, suspension, or deliverability problem will be corrected. Advice, projections, forecasts, case studies, benchmarks, and prior results are not guarantees.

Marketing outcomes depend on factors outside our control. No specific number of leads, calls, appointments, reviews, rankings, impressions, followers, sales, revenue, or return on investment is promised unless a signed Order Form expressly identifies a written service-level commitment and remedy.

23. Indemnification

Client will defend, indemnify, and hold harmless iMomentum, its affiliates, and their personnel from third-party claims, investigations, demands, losses, penalties, fines, damages, judgments, settlements, and reasonable attorneys’ fees arising out of or related to: Client Materials; Client’s products, services, technicians, statements, offers, fulfillment, or customer relationships; Client’s breach of the Agreement; Client’s instructions; Client’s violation of law or platform terms; lack of required consent; calls, texts, email, recordings, or review practices conducted for Client; or Client’s fraud, negligence, or willful misconduct.

iMomentum will notify Client of an indemnified claim and allow Client to control the defense with qualified counsel, provided Client may not settle a claim in a way that admits wrongdoing by iMomentum, imposes non-monetary obligations on iMomentum, or fails to provide a complete release without our written consent. We may participate with counsel at our expense.

For a third-party claim that a final custom deliverable created solely by iMomentum infringes a United States copyright or trademark, iMomentum may, at its option, obtain continued use rights, modify or replace the deliverable, or terminate the affected Service and refund the unused prepaid portion for that deliverable. This obligation does not apply to Client Materials, third-party materials, AI output, combinations, modifications not made by us, continued use after notice, or use outside the Agreement and is Client’s exclusive remedy for such claims.

24. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages; loss of profits, revenue, goodwill, business opportunity, anticipated savings, data, leads, rankings, or advertising value; business interruption; replacement-service costs; or platform action, even if advised of the possibility.

To the maximum extent permitted by law, iMomentum’s total aggregate liability arising from or related to the website, Services, or Agreement will not exceed the service fees actually paid to iMomentum for the affected Service during the three months immediately preceding the event giving rise to the claim. Media spend, platform charges, taxes, usage fees passed through to third parties, and amounts paid to third parties are excluded from the calculation.

The limitations apply regardless of legal theory and are an essential basis of the bargain. They do not limit liability that cannot lawfully be limited, including where applicable liability for fraud, willful misconduct, or gross negligence. Client’s payment obligations and indemnification obligations are not limited by this section.

25. Governing Law, Arbitration, and Class-Action Waiver

Informal resolution

Before filing a claim, the complaining party must send a written notice describing the dispute, supporting facts, requested relief, and contact information. The parties will attempt in good faith to resolve the dispute for at least 30 days. Notices to iMomentum must be sent by email to tw@imomentum.net and by mail to the address below.

Binding individual arbitration

Except for excluded claims below, any dispute arising out of or relating to the website, Services, Agreement, or relationship between the parties will be resolved by final and binding individual arbitration administered by JAMS under its applicable Comprehensive or Streamlined Arbitration Rules. If a dispute qualifies as a consumer arbitration, the JAMS Consumer Minimum Standards will apply. One neutral arbitrator will decide all issues, including arbitrability, except that a court may decide the enforceability of the class-action waiver.

Arbitration will occur in Orange County, California, or by videoconference, unless applicable law or JAMS standards require another location. The arbitrator may award any individual remedy available in court and will issue a reasoned written decision. Judgment may be entered in any court with jurisdiction.

Exceptions

Either party may bring an eligible individual claim in small claims court, seek temporary or injunctive relief for unauthorized access, security abuse, misuse of intellectual property, or breach of confidentiality, or pursue undisputed collections. Government agencies may enforce rights within their authority.

Class and jury waiver

Disputes must proceed only on an individual basis. Neither party may bring or participate in a class, collective, consolidated, coordinated, mass, private-attorney-general, or representative action or arbitration. To the maximum extent permitted by law, each party waives the right to a jury trial.

Arbitration opt-out

You may opt out of arbitration by sending a signed written notice within 30 days after first accepting these Terms. The notice must include your name, business name, address, email, account or Order Form, and a clear statement that you opt out of arbitration. Send it to the postal and email addresses in Section 28. Opting out affects only arbitration; the remaining Terms continue to apply.

Governing law and time to bring claims

California law governs without regard to conflict-of-law rules, and the Federal Arbitration Act governs arbitration. For claims not subject to arbitration, the state and federal courts located in Orange County, California have exclusive jurisdiction, and each party consents to venue. To the extent permitted by law, a claim must be filed within one year after it accrued or it is permanently barred.

26. Website Use, Links, and Submissions

We grant you a limited, revocable, non-exclusive, non-transferable license to access our public website for lawful business and informational purposes. Website text, design, software, graphics, trademarks, and other content are owned by or licensed to iMomentum and may not be copied, republished, framed, scraped, or commercially exploited without permission.

Third-party links are provided for convenience and do not imply endorsement. We are not responsible for third-party content, security, availability, or practices. Information submitted through forms is governed by our Privacy Policy. Unsolicited ideas or feedback may be used without restriction or compensation, but we do not claim ownership of your confidential materials merely because you contact us.

If you believe website content infringes your intellectual property, send a detailed notice identifying the work, allegedly infringing material, location, contact information, good-faith statement, accuracy statement, authority, and signature to the contact information below.

27. General Provisions

Independent contractor

iMomentum is an independent contractor, not Client’s employee, partner, joint venturer, fiduciary, franchisee, broker, or legal representative. Neither party may bind the other except as expressly authorized.

Force majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, including natural disaster, fire, epidemic, war, terrorism, civil disturbance, labor dispute, internet or utility failure, cyberattack, platform outage, carrier action, government order, or third-party service failure. Payment obligations for Services already performed, reserved capacity, and non-cancellable commitments are not excused.

Notices

Operational notices may be delivered by email, dashboard, invoice, or account notification. Legal notices must be sent to the addresses in the applicable Order Form and, for iMomentum, the contact information below. Email notice is effective when sent unless the sender receives a failure notice; postal notice is effective upon confirmed delivery.

Electronic communications and signatures

You consent to electronic records, notices, agreements, and signatures. Clicking acceptance, signing electronically, or otherwise using an authorized electronic method has the same effect as a handwritten signature to the extent permitted by law.

Assignment

Client may not assign or transfer the Agreement without iMomentum’s prior written consent. iMomentum may assign the Agreement to an affiliate or in connection with a merger, financing, reorganization, sale of assets, or change of control. An unauthorized assignment is void.

Entire agreement; waiver; severability

The Agreement is the entire agreement about its subject and replaces prior discussions or representations. Amendments must be in writing and accepted by authorized representatives, except that we may update these Terms as described below. Failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will continue, except as stated for the class-action waiver.

Changes to these Terms

We may update these Terms prospectively. We will post the updated version and change the “Last updated” date. For material changes affecting an active paid Service, we will provide reasonable notice. Changes do not retroactively alter an existing fixed term unless accepted or required by law. Continued use after an effective change constitutes acceptance for future use and renewal periods.

Interpretation

Headings are for convenience. “Including” means “including without limitation.” Singular includes plural and vice versa. These Terms will not be construed against a party merely because that party drafted them.