Agreement | Momentum

Fees and Charges

Third Party Fees. All third party fees are paid directly to the third party vendor. This includes but is not limited to search ad spend, social ad spend, content distribution services, and email marketing services.

 Invoices. All invoices are due upon receipt, unless an exception has been detailed in the proposal. All monthly service fees require automatic monthly payment via credit/debit card or ACH. If an account reaches 30 days past due all services will be suspended.

Auto Payment. The Client Agrees to let Momentum charge the Client’s credit card on file for all hosting charges, billable maintenance, work orders, and website fees based on the payment terms in this Agreement.

Payment Methods. Billing and payment services are delivered electronically through Momentum’s online billing and payment service, Quickbooks Online. Notification to view and pay invoices are sent to Client’s and authorized payers via email. We accept credit/debit card, ACH and checks.

Hourly rate. Momentum’s hourly rate is $175/hr.

Refunds. Refunds for website design and marketing services are not provided.

Website Plans

Website Design & Development. All websites are based off of web layouts that are presented during the kickoff phase. The layouts are selected during the kickoff phase and used for integration of the website. Each website includes one version or concept based off of a layout. Three rounds of design / integration revisions are included with all websites. If Client requires more changes after their three rounds of revisions have concluded, additional rounds of revisions will then be billed at Momentum’s standard hourly rate. An estimate will be provided prior to any additional rounds of revisions being worked on.

Copywriting. Copywriting services are included with the website unless the Client has opted out. Copy for a project can include, but is not limited to page copy, image/banner copy, and module copy. If the Client already has website copy, or wishes to write their own copy then all website copy must be provided prior to integration phase. Momentum is not responsible for proofreading or editing copy that has been provided by the Client. If Client decides to write their own copy or edit the copy Momentum has written there will be no reduction in the setup cost.

Two rounds of revisions are included with copy. If a Client requires more changes after their two rounds of revisions have concluded, additional rounds of revisions will then be billed at Momentum’s standard hourly rate.

Photography. All Websites include up to 1 (one) stock photography image per page included in the website package, or up to $25 in stock photos. Photo editing on all stock photography and photos provided by the Client are limited to cropping and scaling. Momentum does not edit photos.

Photo galleries are limited to three (3) photo galleries per website, and up to 15 photos in each photo gallery. Momentum does not select stock photography for photo galleries. All photos in galleries added by Momentum during the build of the Website must be provided by the Client.

Deployment. Under no circumstances will a website be launched until the balance is paid in full. The launch sequence typically takes 1-2 business days to finalize. Momentum does not launch website on Fridays or before a holiday. All change requests are billable immediately after the website has launched.

Training. All Websites come with one training session up to 1 hour prior to or after the launch of the website. The training session will be performed by the project/support manager at Momentum’s facilities, or through a webinar. Momentum does not conduct training at Client’s facilities.

Websites do not come with a training manual or documentation. Additional training / support is managed via our online ticket system. Phone support is available for all accounts.

Maintenance. All websites come with one (1) hour of website maintenance per month. If the hour is not used during a month it does not carry over to the next month. Hourly maintenance requests that exceed the one hour per month are billed at Momentum’s standard hourly rate and billed at ½ hour increments. For maintenance that requires over 1 hour of work to complete, Momentum will notify Client with an estimate of charges to be approved by Client.

Deadlines. All website builds will be completed within 6 weeks unless otherwise noted. Projects deadlines may be adjusted if additional work or changes beyond the scope are required. For most projects the Client is required to provide information that is necessary for the completion of the project. During the kickoff phase the Client will be provided a list of items and dates they will be needed by. Failure to provide the necessary information may result in a delay.

Custom Websites

Creative / Design. Each web layout includes one version or concept unless otherwise specified in this proposal. Three rounds of design revisions are included with all projects requiring a design phase. If a Client requires more design changes after three rounds of revisions have concluded, additional rounds of revisions will be considered a cost overrun and billed at Momentum’s hourly rate.

Copywriting. Copywriting services are determined by the scope of work outlined in this Proposal. Copy for a website can include, but is not limited to page copy, image/banner copy, and module copy. If the Client already has website copy, or wishes to write their own copy then all website copy must be provided prior to the development phase of the project. Momentum is not responsible for proofreading or editing copy that has been provided by the Client.

Photography. All Websites include up to 25 stock photos from Adobe Stock (https://stock.adobe.com/) unless otherwise stated in this proposal. Additional stock photography charges will be invoiced to the Client after approval. Photo editing on all stock photography and photos provided by the Client are limited to cropping and scaling.

We do not launch websites on 3rd party hosting providers unless arrangements were made prior to the website contract. In the case that the customer wishes to host with a hosting provider of their own choosing, a launch fee of up to $750 may be charged to account for the difference in launch time it may take to launch the website on the 3rd party hosting provider.

Training. All websites come with one training session up to 1 hour prior to or after the launch of the website unless otherwise specified in this proposal. The training session will be performed by the project manager at Momentum’s facilities, or through a webinar. Momentum does not conduct training at Client’s facilities.

Websites do not come with a training manual or documentation. Additional training / support is managed via our online ticket system. Phone support is available depending on the services being provided.

Maintenance. All websites hosted with Momentum come with one (1) hour of website maintenance per month. If the hour is not used during a month it does not carry over to the next month. Hourly maintenance requests that exceed the one hour per month are billed at Momentum’s standard hourly rate and billed at ½ hour increments. For maintenance that requires over 1 hour of work to complete, Momentum will notify Client with an estimate of charges to be approved by Client .

Deadlines. Project timeline begins upon Client kickoff meeting. All items, material and reviews that Client is responsible for providing must be delivered/provided to Momentum on time in order to achieve the project timeline. If Client does not provide such items, material and reviews on time the project timeline will be adjust accordingly during the project. Projects deadlines may be adjusted if additional work features and/or functionality are required after the project scope has been determined.

Marketing Campaigns

Services Launch Date. Marketing campaigns may take anywhere from a few weeks to a few months to commence depending on the complexity and size of the campaign. A new website build may also delay the start of a campaign launch as the new website will typically need to be launched prior to launching a marketing campaign. The official Service Launch date will be set by your Account Manager when the Campaign is ready to go live.

Search Engine Optimization

Rankings. Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms and other competitive factors, Momentum does not guarantee specific search engine ranking positions for any single keyword or phrase. Every keyword/phrase is different and ranking factors will vary from campaign to campaign.

Third-Party Updates. Momentum is not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client’s Website.

Additional Services. Additional services not listed herein will be provided at Momentum’s billable hourly rate. Website updates and copywriting are not included in Momentum’s Search Engine Optimization Service.

Additional Locations. Momentum’s Search Engine Optimization services include optimization for the locations listed in this proposal. Additional locations can be added for a fee of $500/month.

SEO Content. Momentum’s SEO campaigns aim to regularly provide search engines with fresh, original content that is relevant to your campaign’s focus keywords. The goal here is for the search engines to find (“index”) this content, and associate your website with the keywords we are focusing on. In order for the text to be easily processed and understood by the search engines, we write content that is readable at a high school skill level and explains the basics of your topic at a broad level. Think of this content as “Your Business 101” rather than technical content that would only be understood by engineers and technical personnel. Search engines value a higher volume of content or in-depth content over more technical content, so our goal is to maximize your budget while accomplishing our keyword goals.

SEO Campaign Strategy The content process begins with the campaign strategy, provided during the first month of the campaign, and every six months thereafter through the length of the engagement. The focus of this strategy is to establish what keywords we will be focusing on during the six month period, and what type of content pieces we will prepare to meet those goals.

Your campaign manager will review the strategy with you, and will be able to answer any questions you may have about it. We also will request your approval on the content strategy, which gives us the authorization to order the content and post it to your website on your behalf. If we do not receive approval by the strategy start date, we will proceed under the assumption that the strategy is approved with no changes.

SEO Content Review. Each month, after the content has been posted and sent for your review, you will have five (5) days to review it and provide any feedback. All content pieces are allotted two rounds of revisions. We cannot utilize vague or unclear feedback so please be as specific as possible when providing notes on content so that we can pass that information back to our writers to tell them what needs to be improved. Here are some example situations why you may want to submit revisions:

The content does not accurately reflect your business in the way described
Facts about the topic are irrelevant to your business
You may not want to provide certain information to competitors or readers

If we do not receive feedback within five days, we will proceed under the assumption that no further edits are needed to the content. If you provide revisions after the five day window, you may be charged for a rewrite, at the content manager’s discretion, depending on the scope of the revisions. Rewrites may be charged at the article cost, or future content pieces may be deducted from your campaign’s content budget.

Search /Display Advertising

Performance. Momentum cannot provide any guarantee of success of the Search Advertising Campaign. The effectiveness of the Search Advertising Campaign(s) will be determined in part by the budget allotted thereto and available therefor. Failure by the Client to make the required budget(s) available may have a negative effect on the related Search Advertising Campaign(s). Momentum accepts no responsibility for any such negative effects.

Temporarily Pausing Your Search Ad Campaign. During the course of your Search advertising campaign, you may temporarily pause your campaign during which you will still be charged your month’s management fee at the lowest ad spend management tier. You must contact your account manager to request to pause your Search advertising campaign and confirm your request via email. If your campaign remains paused for more than thirty (30) days, Momentum reserves the right to terminate your Search Advertising campaign.

Adjusted Management Rates. Momentum’s management fees for search advertising campaigns are based on the ad spend amount for the Client’s campaign during a single billing cycle. Momentum will adjust the management fee based on the ad spend amount for the Client’s campaign for that billing cycle.

Reporting. Information in our reports is collected from sources that we believe to be reliable, but is provided as is. The accuracy and completeness of this information is not guaranteed by Momentum. All guarantees are specifically denied.

Reports are intended solely for the use of the contracting department or organization, and may not be published, reproduced or shared without our written permission. The use of this information to form opinions or base decisions on is the responsibility of the contracting department or organization.

Retainers

Retainers. Hours available on retainer can be used for website and campaign updates, copywriting, and conversion optimization. Momentum is not solely responsible for coming up with ideas on how to use the hours on retainer. Hours do not expire. Refunds are not provided for any unused hours.

Hosting

Client Content. You may be able to upload, store, publish, display and distribute information, text, photos, videos and other content on or through the Services (collectively, “Client Content”). Client Content includes any content posted by you or by users of any of your websites hosted through the Services (“Client Websites”). You are solely responsible for any and all Client Content and any transactions or other activities conducted on or through Client Websites. By posting or distributing Client Content on or through the Services, you represent and warrant to Momentum that (i) you have all the necessary rights to post or distribute such Client Content, and (ii) your posting or distribution of such Client Content does not infringe or violate the rights of any third party. Solely for purposes of providing the Services, you hereby grant to Momentum a non-exclusive, royalty-free, worldwide right and license to: (i) use, reproduce, publicly perform, publicly display, modify, translate, excerpt (in whole or in part), publish and distribute Client Content; and (ii) make archival or back-up copies of Client Content and Client Websites. Except for the rights expressly granted herein, Momentum does not acquire any right, title or interest in or to the Client Content, all of which shall remain solely with you.

Momentum exercises no control over, and accepts no responsibility for, Client Content or the content of any information passing through Momentum’s computers, network hubs and points of presence or the Internet. Momentum does not monitor Client Content. However, you acknowledge and agree that Momentum may, but is not obligated to, immediately take any corrective action in Momentum’s sole discretion, including without limitation removal of all or a portion of the Client Content or Client Websites, and suspend or terminate any and all Services without refund if you violate the terms of this Agreement. You hereby agree that Momentum shall have no liability due to any corrective action that Momentum may take.

Email Service. Momentum does not provide email hosting service. The Client is responsible for email configuration and account maintenance of their email accounts and service.

HIPAA Disclaimer. We are not “HIPAA compliant. ”You are solely responsible for any applicable compliance with federal or state laws governing the privacy and security of personal data, including medical or other sensitive data. You acknowledge that the Services may not be appropriate for the storage or control of access to sensitive data, such as information about children or medical or health information. Momentum does not control or monitor the information or data you store on, or transmit through, the Services. We specifically disclaim any representation or warranty that the Services, as offered, comply with the federal Health Insurance Portability and Accountability Act (“HIPAA”). Customers requiring secure storage of “protected health information” as defined under HIPAA are expressly prohibited from using the Services for such purposes. Storing and permitting access to “protected health information” is a material violation of this Agreement, and grounds for immediate account termination. We do not sign “Business Associate Agreements” and you agree that Momentum is not a Business Associate or subcontractor or agent of yours pursuant to HIPAA.

Backups and Data Loss. Your use of the Services is at your sole risk. Momentum’s backup service runs once a day and once per week and overwrites any of our previous backups older than one week. Only one week of backups are kept at a time. Momentum is not responsible for files and/or data residing on your account. All data will continue to be mirrored to a secondary drive to help protect against data loss in the event of a drive failure.

Uptime. Momentum will not be liable to the Customer for any compensation in respect of any down-time that may occur with the hosting of their website(s).

Other Service

Call Tracking. All accounts come with up to two phone tracking numbers and 500 minutes per month for call tracking usage. If an account exceeds the maximum 500 minutes per month the Client will be billed at $0.06/minute for every minute exceeding 500 minutes.

Confidential Information

Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation Preliminary Works (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Proposal except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.

Relationship of the Parties

Independent Contractor. Momentum is an independent contractor, not an employee of Client or any company affiliated with Client. Momentum shall provide the Services under the general direction of Client, but Momentum shall determine, in Momentum’s sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Momentum and the work product or Deliverables prepared by Momentum shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.

Momentum Agents. Momentum shall be permitted to engage and/or use third party service providers as independent contractors in connection with the Services (“Agents”). Notwithstanding, Momentum shall remain fully responsible for such Design Agents’ compliance with the various terms and conditions of this Agreement.

No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Momentum, and Momentum shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Momentum.

Rights to Deliverables

Website Design/ Original Artwork. Momentum retains all right and title in and to any original artwork comprising Final Art, including all rights to display or sell such artwork. All assets provided by the Client will remain the right of the Client. This includes website copy, photography, images, and documents.

Source Code. Momentum retains all right and title in and to any source code used in the development of a website.

Third Party Materials. All Third Party Materials are the exclusive property of their respective owners. Momentum shall inform Client of all Third Party Materials that may be required to perform the Services or otherwise integrated into the Final Art. Under such circumstances Momentum shall inform Client of any need to license, at Client’s expense, and unless otherwise provided for by Client, Client shall obtain the license(s) necessary to permit Client’s use of the Third Party Materials consistent with the usage rights granted herein. In the event Client fails to properly secure or otherwise arrange for any necessary licenses or instructs the use of Third Party Materials, Client hereby indemnifies, saves and holds harmless Momentum from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the Final Art.

Ownership of Creative Deliverables and Content. Upon receipt by Momentum of full, unconditional payment from Client, Client shall own all rights, title and interest in and to the Creative Deliverables created under this Agreement. Creative Deliverables shall mean Custom Website Design, logo design, and general design and development time. Momentum will retain a non-exclusive, non-revocable license in the completed Creative Deliverables, and Momentum reserves the right to use the Creative Deliverables for advertising, publication, promotion, display or other purposes.

Upon request, Clients on the Momentum platform may receive a version of their website front-end that can be deployed on another hosting provider. This includes all content and creative assets utilized on the website. This does not include the software used for maintaining the website and monitoring performance, such as the content management system or lead tracking system. It is the Client’s responsibility to launch and host the website once services are terminated. If Client chooses to have Momentum will deploy the front-end version of the website a fee of $500 will be charged to the Client prior to deployment. If the Client chooses to retain the WordPress platform for managing the website after cancellation a fee of $1,500 will be charged to the Client prior to deployment.

Services Policy Agreement