Terms of Service

1. Definitions

• "Service" or "Platform": The InboundIQ platform, AI SDR software, website analytics scripts, dashboard, and outreach infrastructure provided by Momentum Labs Inc.
• "AI Agent": The automated software tool provided within the Service that researches, drafts, and executes outbound communications based on parameters configured by the Customer.
• "Qualified Lead": A prospect contacted via the Service who responds with verifiable positive sentiment, a request for more information, a request to book a meeting, or a referral to another decision-maker, as determined by our proprietary sentiment analysis engine.
• "Lookalike Prospecting": The process by which the Service analyzes the anonymized behavioral signals of your website visitors to identify similar external prospects.
• "Customer Data": Any contact lists, CRM records, website visitor data, or proprietary information supplied by you or integrated into the Service by you.

2. The Service & AI Mechanics

• Provision of Service: Subject to your compliance with this Agreement, Momentum Labs Inc grants you a non-exclusive, non-transferable, revocable right to access and use the Service for your internal business purposes.
• AI as a Tool, Not an Agent: While the AI Agent executes tasks autonomously, it is a software tool operating under your direction. You do not grant InboundIQ legal agency. You remain solely responsible and legally liable for all communications, claims, and offers generated and sent on your behalf by the AI Agent.
• Visitor Data & Consent: If you install our tracking script, you represent and warrant that your website includes legally compliant cookie banners and privacy policies that disclose the use of third-party tracking for marketing and analytics purposes. InboundIQ uses this data solely for anonymized Lookalike Prospecting and never contacts your direct visitors.
• CRM Integrations: The Service integrates with third-party CRMs. We are not responsible for third-party API outages, rate limits, or data corruption resulting from misconfigurations on your end.

3. Billing, Subscriptions, and Payments

Subscription Tiers: We offer base subscription tiers combined with a performance-based billing structure:

• Pay As You Go: $0/month. Billed at $99 per Qualified Lead.
• Starter Plan: $299/month. Includes 2 Qualified Leads. Additional leads billed at $149/lead.
• Growth Plan: $499/month. Includes 4 Qualified Leads. Additional leads billed at $125/lead.
• Pro Plan: $999/month. Includes 10 Qualified Leads. Additional leads billed at $99/lead.

• Overage and Auto-Billing: Once included Qualified Leads are exhausted, your payment method on file will be automatically and immediately charged the corresponding overage rate upon the generation of each new Qualified Lead.
• Rollover Policy: Unused included leads roll over to the next consecutive month, provided your subscription remains active and in good standing. Rollover leads are forfeited upon cancellation or downgrade.
• Taxes and Late Fees: Fees do not include local, state, or federal taxes, which are your responsibility. Late payments will accrue interest at a rate of 1.5% per month or the highest rate permitted by law, whichever is lower.
• Pricing Modifications: Momentum Labs Inc reserves the right to modify pricing with 30 days prior written notice.

4. Lead Qualification & Dispute Process

• Chargeable Events: A lead is classified as a "Qualified Lead" when our sentiment analysis engine detects positive engagement. Charges apply instantaneously upon this classification.
• Non-Chargeable Events: You are not charged for bounces, auto-replies, explicit "Not interested" responses, or unsubscribe requests.
• Dispute Window: You have 48 hours from the time a Qualified Lead is delivered to file a dispute via your dashboard.
• Dispute Resolution: Momentum Labs Inc will review disputes in good faith; however, Momentum Labs Inc retains sole and absolute discretion to approve or deny disputes. Denied disputes or disputes submitted after the 48-hour window are final and non-refundable.

5. Acceptable Use & Anti-Spam Compliance

• Legal Compliance: You explicitly warrant that your use of the Service will comply with all applicable local, national, and international laws, including but not limited to the TCPA, CAN-SPAM Act, GDPR, CCPA, and CASL.
• Prohibited Conduct: You shall not use the Service to: promote illegal goods, adult content, gambling, or predatory financial schemes; reverse-engineer the AI models; or transmit malware.
• Opt-Out and Safeguards: You must not attempt to bypass, alter, or remove the compliance safeguards, unsubscribe links, or opt-out registries maintained by the Service.
• Infrastructure Protection: Momentum Labs Inc reserves the right to throttle, pause, or immediately terminate your access if your campaigns generate excessive spam complaints, bounce rates, or otherwise jeopardize our sending reputation or infrastructure.

6. Data Privacy & Proprietary Rights

• Customer Ownership: You retain all rights to your Customer Data and the specific contact details of Qualified Leads successfully delivered to your CRM.
• Company Ownership: Momentum Labs Inc retains all intellectual property rights in the Service, the AI Agent, algorithms, underlying databases, and aggregated platform performance data.
• Service Improvement: You grant Momentum Labs Inc a perpetual, irrevocable right to use anonymized and aggregated performance data (excluding your specific identifiable Customer Data) to train, improve, and enhance our global machine learning models.

7. Warranties, Disclaimers, & Limitation of Liability

• No Revenue Guarantee: We guarantee the delivery of leads per your billing tier; however, we strictly disclaim any guarantee of closed revenue, signed contracts, or specific meeting attendance rates.
• AI Output Disclaimer: Generative AI is subject to unpredictable outputs ("hallucinations"). MOMENTUM LABS INC IS NOT LIABLE FOR ANY REPUTATIONAL DAMAGE, LOST PROFITS, OR LEGAL CLAIMS ARISING FROM THE SPECIFIC PHRASING, STATEMENTS, OR PROMISES GENERATED BY YOUR AI AGENT.
• "As Is" Service: THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." MOMENTUM LABS INC EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
• Limitation of Liability: IN NO EVENT SHALL MOMENTUM LABS INC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY YOU TO MOMENTUM LABS INC IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

8. Indemnification

Your Indemnity: You agree to indemnify, defend, and hold harmless Momentum Labs Inc, its officers, directors, and employees from and against any third-party claims, damages, liabilities, and expenses (including reasonable attorneys' fees) arising out of: your violation of any privacy or anti-spam laws; the content of the messages sent by your AI Agent; or your breach of this Agreement.

9. Term & Termination

• Termination by Customer: You may cancel your subscription at any time via your billing dashboard. Cancellation is effective at the end of the current billing cycle. No refunds are provided for partial months or unused rollover leads.
• Termination by Company: Momentum Labs Inc may suspend or terminate your account immediately, without notice or refund, for any breach of the Acceptable Use policy, non-payment, or abusive behavior.
• Data Deletion: Upon termination, Momentum Labs Inc reserves the right to delete all Customer Data and AI Agent configurations associated with your account within 30 days.

10. General Provisions

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.
• Dispute Resolution: Any disputes arising out of this Agreement shall be resolved through binding arbitration in Delaware, administered by the American Arbitration Association. You waive any right to participate in a class-action lawsuit.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
• Modifications: Momentum Labs Inc reserves the right to update these Terms at any time. Continued use of the Service following notice of such changes constitutes your acceptance of the revised Agreement.