Terms of Service

Welcome to Momently, a website owned and operated by Momently Inc. ("Momently", "we" or "us"). These Terms of Service are between Momently Inc. and you (collectively, "Customer," "You" or "Your"). By implementing or using the Service on Your website, service or application, or by using, or signing up for an account on Our Site, You agree that You are bound by this Agreement. By using the Service, You are representing that You are over the age of 18, or the legal age of majority in Your jurisdiction.

Registration process, free trial and paying plans

If You decide to register for the Service, You must provide certain limited information about yourself as prompted to do so by the Service. By registering for the Service, Momently will provide You with access to the Service as a free trial user for 14 days from the date of Your registration. You agree to be responsible for your account password as well as the acts and/or omissions of any third party using the Service through Your account.

We reserve the right to refuse the Service to any user and terminate Your account for any reason within Momently's sole discretion.

After the Free Trial Period, You will be prompted to enter Your payment details. By upgrading to a Paid Plan, You are agreeing to pay in advance the amount due for each subscription period. Subscription periods are either monthly or yearly unless otherwise agreed in writing by Momently.

You are responsible for all fees due for the entire subscription period, even if You cancel Your subscription. You authorize us to charge You the applicable fees using Your selected payment method. Payment obligations are non-cancelable and, except as expressly stated, fees paid are non-refundable.

Once you have purchased a Paid Plan, we will automatically charge you in advance for the next subscription period.

Overage Fees: We reserve the right to charge any applicable overage fees if You exceed the maximum Views allowed by Your Plan.

Upgrades: If You upgrade Your Paid Plan, You will immediately be charged the then-current rate for the new Paid Plan.

Downgrades: The Plan downgrade will take effect the first billing cycle of Your next subscription period. Downgrading Your Plan may cause the loss of content, features, or capacity.

Auto Renewal: Your account is set to auto renew. Momently shall automatically charge You at the end of the term for the renewal for additional periods equal to the current services and expiring term at the then current price, unless either party gives notice of non renewal prior to expiration.

Right to limit usage: We reserve the right to limit your usage of the Service at any time if we deem that it is excessive, abusive, or designed to circumvent Service limitations.

Limited License

Subject to the terms and conditions of this Agreement, Momently grants to you a non-sublicensable, non-transferable, non-exclusive, revocable, limited license to access and use the Service and Documentation solely for your internal business purposes.

By connecting a third-party platform account to the Service, you authorize Momently to access and retrieve data from that platform on your behalf, in accordance with that platform's terms, solely to provide the Service. You represent that you have the rights and permissions necessary to grant this access.

All ownership rights, title, and Intellectual Property Rights in and to the Service shall remain in Momently and/or its licensors.

Confidential Information

Confidential Information includes the Service (Including the Software and Documentation) and any Momently business or technical information that is disclosed to You in connection with this Agreement. You will maintain all Confidential Information in strict confidence and will not disclose Confidential Information to any third party.

Data Processing

To the extent Momently processes personal data on Your behalf that is subject to the EU General Data Protection Regulation (GDPR), the UK GDPR, or similar data protection laws, this section forms Your data processing agreement with Momently and applies automatically to Your use of the Service.

Roles: You are the data controller of the personal data You submit to or connect with the Service ("Customer Data"). Momently acts as Your data processor. Customer Data may include the names and email addresses of Your team members, credentials for the platforms You connect, and the content and aggregate performance data of Your campaigns.

Instructions: Momently processes Customer Data only to provide, maintain and support the Service as described in this Agreement, and in accordance with Your documented instructions given through Your use and configuration of the Service. Momently does not sell Customer Data and does not use it for advertising.

Confidentiality: Momently ensures that persons authorized to process Customer Data are bound by confidentiality obligations.

Security: Momently implements appropriate technical and organizational measures to protect Customer Data, as described at momently.com/security, including encryption in transit and at rest, hashed and salted credentials, and role-based access controls.

Subprocessors: You provide general authorization for Momently to engage subprocessors to deliver the Service. Our subprocessors are described in Our Privacy Notice at momently.com/legal/privacy, and a current list is available on request at legal@momently.com. Momently will update the Privacy Notice before engaging a new category of subprocessor, remains responsible for its subprocessors' performance, and will inform You of intended subprocessor changes on request. If You object to a new subprocessor on reasonable data protection grounds and no alternative is available, You may terminate the affected Service.

Assistance: Taking into account the nature of the processing, Momently will provide reasonable assistance with Your obligations to respond to data subject requests and, where applicable, with data protection impact assessments.

Breach notification: Momently will notify You without undue delay after becoming aware of a personal data breach affecting Customer Data, and will provide information reasonably required for Your own notification obligations.

International transfers: Momently is a Canadian company. Canada benefits from a European Commission adequacy decision for data protected under Canadian privacy law. Customer Data is hosted with Amazon Web Services in the United States; that onward transfer is safeguarded by AWS's certification under the EU-U.S. Data Privacy Framework and by Momently's contractual terms with AWS.

Deletion: Upon termination of Your account, Momently deletes Customer Data within 90 days, except where retention is required by law, consistent with Our Privacy Notice.

Audit: Momently will make available information reasonably necessary to demonstrate compliance with this section and, to the extent required by applicable law, will allow for audits by You or Your mandated auditor, subject to reasonable notice, frequency and confidentiality requirements.

A countersigned copy of this section is available on request for Your records.

Restrictions

You agree not to: adapt, alter, modify, decompile, translate, make derivative works, disassemble, or reverse engineer the Service; copy the Software; transfer, sublicense, loan, sell, lease, use for timesharing or service bureau purposes; use the Site or Service in violation of any applicable regulation or law; ship, export or re-export the Service in any manner prohibited by export control laws; use or attempt to use the Service for competitive analysis or benchmarking; store or transfer any tortious, illegal or infringing materials; or transfer any viruses or destructive items.

Warranty Disclaimer

To the fullest extent allowed by law, the Service and Site are provided by Momently and its licensors "as is" and "as available" and Momently makes no warranty of any kind, whether express, implied, statutory or otherwise, including without limitation, merchantability, fitness for a particular use and non-infringement.

Limitation of Liability

In no event will Momently and/or its officers, directors, employees, agents or representatives be liable for any indirect, special, incidental, consequential, exemplary or punitive damages related to or arising from your use, misuse, or inability to use the Service.

In no event shall Momently's aggregate liability under this Agreement exceed the total sum of monies paid from you to us as consideration for use of the Service during the twelve (12) months immediately preceding the event giving rise to such liability.

Indemnification

You hereby agree, at your expense, to indemnify, defend and hold harmless Momently, its licensors, and their respective directors, officers, employees and agents from and against all demands, liabilities, losses, claims and expenses, including attorney's fees, arising out of your use of the Service.

Term and Termination

These Terms of Service will remain in effect for Your Free Trial, and, upon conversion to a Paid Plan subscription, until Your paid subscription to the Services terminates. For Customers under a Paid Plan, You may terminate this Agreement effective as of the end of the then-current subscription period by providing us with at least thirty (30) days' written notice.

We also may permanently or temporarily terminate, suspend, limit or "throttle" your usage if you violate these Terms of Service or Momently's privacy policy, or in cases of emergency or to prevent violations of law or harm to Momently or others.

Modification to this agreement

Momently may modify the terms of this Agreement from time to time. Your right to access the Service is conditioned on an ongoing basis with Your compliance with the then-current version of this Agreement. By continuing to use the Services or Site following the posting of this Agreement, You consent to the revised or modified terms.

General

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Province of British Columbia, Canada and the federal laws of Canada applicable therein.

Notices: Any notice given under this Agreement shall be in writing and in the English language and shall be emailed, if to Momently, legal@momently.com, or if to you, to the email or physical address associated with your account.

Force Majeure: Neither party shall be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control.

Any claim related to these Terms of Service must be brought within one year. The one-year period begins on the date when the claim first could be filed.

Momently and Customer are not legal partners or agents, but are independent contractors.