Momentum Engine Terms of Service

These Momentum Engine Terms of Service (these “terms”) are effective as of the date of the last signature below (the “Effective Date”) and are made between Next Step Sites LLC, a Texas limited liability company doing business as Next Step Marketing (“NSM”), and (completed for each client), with its principal office at (completed for each client) (“Client”). NSM and Client are each a “Party” and together the “Parties.”

The Parties, intending to be legally bound, agree as follows:

1. Agreement

These terms govern Momentum Engine. They change only by a written amendment signed by both Parties (a “signed amendment”) or under the revision process in Section 17. Where these terms call for a “written agreement,” the Parties may agree by email. If Section 18 conflicts with any other Section, Section 18 controls.

2. The Service

Momentum Engine is a managed marketing and conversion service for local service businesses, offered as a single package. It includes Google Ads, Meta advertising and retargeting, conversion tracking, reporting, lead follow-up support, an included website, and ongoing local SEO and organic content work, for one Covered Market and the business location at Client’s principal office. Anything else requires a signed amendment, such as additional markets, locations, brands, or websites, CRM or job-management system work, custom integrations, redesigns, ecommerce, and custom photography or videography.

3. Advertising Spend and Fees

Advertising spend is paid separately and directly to the platforms. Client’s initial authorized weekly advertising budget is (completed for each client). After that, Client’s authorized budget for a billing period is the budget Client sets in its accounts or approves in writing.

Fee schedule. The weekly management fee depends on Client’s combined advertising spend across all platforms:

• Base: combined weekly advertising spend up to $2,000; weekly fee (completed for each client).
• Growth: combined weekly advertising spend more than $2,000, up to $3,000; weekly fee (completed for each client).
• Scale: combined weekly advertising spend more than $3,000, up to $5,000; weekly fee (completed for each client).

Client starts in the (completed for each client) band. Each billing period is one week. Spend is the actual spend reported by the advertising platforms for each billing period. The website-only rate, used under Sections 7 and 9, is (completed for each client) per week.

Moving to a higher band. Only spend within budgets Client sets or directs in writing counts toward a band move. Client moves to the band matching its spend when that spend exceeds the current band’s ceiling by more than 10% in one billing period, or by any amount in two consecutive billing periods. When Client directs a budget above the ceiling, the higher band applies from the billing period in which that budget takes effect. Otherwise, NSM will give written notice of the move, and the new fee applies from the next billing period. Exceeding a ceiling is not a breach.

Moving to a lower band. Client moves to a lower band after two consecutive full billing periods with spend within that band, or from the next billing period when Client asks in writing at least 10 days before that period begins.

Above the highest band. Spend above the highest ceiling in the fee schedule requires a signed amendment. Until one is signed, NSM may hold budgets at that ceiling and need not manage spend above it.

Unauthorized spend. If NSM’s error causes spend above Client’s authorized budget for a billing period by more than 10% of that budget, Client receives a credit against its management fees equal to the full excess, if Client raises it in writing within 30 days after receiving the report for that period. Credits have no cash value. This credit is Client’s sole remedy for spend above its authorized budget and applies notwithstanding Section 15.

4. Market Exclusivity

Client’s Trade is (completed for each client). Exclusivity runs from Client’s first successfully processed payment until Engine service ends.

4.1 Covered Market

Client’s Covered Market is these 5-digit ZIP codes: (completed for each client). They are grouped around these neighborhoods and communities (the “Named Communities”): (completed for each client). Each ZIP code and neighborhood is assigned to only one Momentum Engine client in each Trade. The Covered Market changes only by signed amendment, subject to availability, and competing requests for an available ZIP code go to the first signed amendment. Later changes to ZIP-code ranges do not change the geographic area those codes covered on the Effective Date.

4.2 What NSM commits to

While exclusivity is active, NSM will not, for any other business in Client’s Trade:

• provide Momentum Engine or new website-only service to a business, or a location of one, whose primary business address is in the Covered Market when it signs with NSM;
• set its ad targeting to include the Covered Market; or
• create location-targeted organic content for the Named Communities, such as location or service-area pages or Business Profile service areas.

These commitments continue if an existing NSM client later moves into the Covered Market.

4.3 What exclusivity does not cover

Exclusivity protects the Covered Market and the Named Communities, not the wider area Client serves. None of the following is a breach:

• other NSM clients in Client’s Trade holding nearby ZIP codes, serving areas that overlap Client’s, or receiving organic content for wider areas, such as a metropolitan city name;
• ad delivery outside targeted areas, or placement in search, maps, AI results, directories, or other third-party systems, which NSM does not control or guarantee; and
• businesses NSM served in or near the Covered Market before Client signed these terms, which NSM has disclosed as follows: (completed for each client).

5. Client Responsibilities and Acceptable Use

Client agrees to provide accurate business information, timely approvals, required account access, service details, offers, photos, videos, testimonials, brand assets, compliance inputs, and other materials reasonably needed to launch and maintain the service.

Client is responsible for the accuracy of claims, pricing, licenses, service descriptions, before-and-after photos, testimonials, guarantees, promotions, and other business representations used in marketing.

Client may not use Momentum Engine to promote unlawful, misleading, deceptive, restricted, or prohibited offers, or to violate advertising, privacy, telemarketing, messaging, accessibility, intellectual property, consumer-protection, platform, or industry-specific rules.

NSM may decline, pause, suspend, or remove work, ads, messages, or other activity that would create material legal, compliance, privacy, carrier, deliverability, platform, account, reputation, or security risk, including risk arising at a Client-controlled destination site. Fees continue during a pause caused by Client or its destination site.

6. Third-Party Systems

NSM is not responsible for problems caused by the third-party systems Momentum Engine relies on, such as advertising, analytics, call tracking, CRM, messaging, scheduling, and payment providers, including outages and suspensions; rejected ads; policy, pricing, tracking, or API changes; account restrictions; deliverability, ranking, or data issues; and lost functionality.

7. Implementation, Billing, and Price Adjustments

Implementation. The implementation fee is (completed for each client). Half is due at signing and half when website review ends, below. Implementation sets up the services in Section 2.

Website review. NSM will notify Client in writing when the website is ready for review. Client has 10 business days after the first delivery, and 5 business days after each revised delivery, to request revisions that keep the website’s overall look and feel, such as corrections, wording changes, image replacements, and minor layout adjustments. NSM will make up to three rounds of revisions. Changes to the overall look and feel, structure, or pages, and changes after the third round, require a signed amendment. Website review ends, and the final installment is due, when Client approves the website or a window passes without a revision request. NSM publishes the website and launches ads only with Client’s approval.

Weekly fees. The weekly management fee begins when ads launch and recurs every seven days from that date. From the end of website review until ads launch, Client instead pays the website-only rate in Section 3 each week.

Payment authorization. Client authorizes storage of its payment method and charges for all amounts due under these terms.

Changes and taxes. NSM may change recurring fees prospectively on at least 30 days’ written notice, and Client may cancel effective on the change date. A band move under Section 3 is not a price change. Fees exclude applicable taxes and third-party costs.

8. Service Term, Cancellation, Suspension, and Termination

Ordinary cancellation. Client may cancel on at least four weeks’ written notice. Cancellation takes effect at the end of the first weekly billing period ending at least four weeks after NSM receives the notice, and NSM may wind down services during the notice period. Where these terms let Client cancel effective on a particular date, the same cancellation rules apply except for timing. NSM will acknowledge notice and confirm the end date. Weekly fees are not prorated or refunded for a partial billing period. Declining an included service does not reduce the package price.

Pre-launch cancellation. The initial installment is non-refundable once paid, unless Client cancels for NSM’s uncured material failure described below. If Client does not provide required materials, access, or approvals within 30 days after NSM’s written request, NSM may treat the agreement as cancelled by Client.

Pauses. A pause requires a written agreement stating its duration, charges, and what continues during it. Exclusivity continues during a pause.

Nonpayment and territory. If an amount due remains unpaid, NSM will give written notice and 15 days to cure. If still unpaid, NSM may suspend service and exclusivity but will reserve Client’s ZIP codes. If default continues for 60 consecutive days after notice, NSM may terminate service.

Termination for breach or risk. NSM may immediately terminate for unlawful or prohibited use, unauthorized use of its materials, or material legal, privacy, security, or platform risk from continued service. Other remediable breaches receive written notice and 15 days to cure.

NSM failure or convenience. Client may give written notice of material failure to provide agreed services and terminate if it remains uncured after 30 days. NSM may terminate for convenience on four weeks’ written notice. In either case, undelivered prepaid recurring fees and implementation payments not earned by labor already performed will be refunded. Work performed remains earned even if not delivered; NSM will identify the work and basis for the retained amount. The balance on a completed website is waived.

Death or permanent incapacity. If NSM’s principal dies or becomes permanently incapacitated, NSM may continue the service through its other or successor personnel. If NSM instead ends the service for that reason, it is treated as a termination for convenience without the notice period.

Wind-down. When Engine service ends, Client’s ZIP codes are released and NSM may reassign them. NSM may remove its access and unlicensed materials, but not Client’s data or materials covered by a valid website license. No service fees accrue after service ends, including during handover.

9. Website, Ownership, and Handover

The website. The included website is a custom-designed Enhanced website of up to 30 pages across service and location pages, with a local SEO foundation, technical SEO, and an accessibility review during the build. NSM hosts, secures, and maintains it, and makes routine updates to hours, contact details, photos, staff, testimonials, basic copy, and seasonal calls to action within a reasonable time. NSM may choose and change providers and does not guarantee particular technology, uptime, or response times. The accessibility widget and legal-policy tools are not an audit or legal advice and do not guarantee ADA, WCAG, or legal compliance; Client must provide accurate policy inputs and review published policies. NSM keeps ownership of its code, templates, and components; Client’s rights to the website are the licenses in this Section. By written agreement, ads may point to a website Client controls instead; NSM then does no work on that site, SEO and organic content work is not performed, and Client is responsible for that site’s legal policies and compliance.

Owning the website. The Website License Balance starts at $6,000. Each settled, unreversed full weekly management fee payment reduces it by $125, and each settled, unreversed payment at the website-only rate, including pre-launch payments under Section 7, by $50. Implementation, usage, taxes, ad spend, and pause payments earn no reductions. Once the website is complete, Client may pay the remaining balance at any time, including within 60 days after hosting ends. When the balance of a completed website reaches $0, Client automatically receives a perpetual, royalty-free, non-exclusive license to use, copy, modify, and host it for Client’s business and a successor to that business, but not to resell it or use it for other businesses or an acquirer’s other locations.

Payment reversals. If a payment that earned a balance reduction is refunded, reversed, or charged back, that reduction is undone and the permanent license is suspended until the balance is paid. If Client disputes a charge and loses, Client reimburses NSM’s actual processor dispute fees.

Website-only service. Instead of cancelling, Client may switch to website-only service with the same notice and timing as cancellation. NSM then continues hosting, maintenance, and routine updates at the website-only rate in Section 3, week to week. The switch ends Engine service.

Handover. Once the balance reaches $0, Client may request handover while NSM hosts the website or within 60 days after hosting ends. Within 10 business days of the request, NSM provides access to the website’s repository or an equivalent archive, as-is and without additional fee, migration, redesign, or ongoing support. Unrelated debts do not delay handover. NSM may delete website files if handover is not requested within that window.

Domains and DNS. Client keeps its domains. If NSM controls a Client domain or DNS, it will provide unlock and authorization codes and the DNS configuration within 5 business days of a written request, subject only to repayment of registration costs NSM advanced and regardless of any other fee dispute. NSM will not change email or other non-web records because website service ends.

10. Client Materials, Advertising Licenses, and Organic Content

Client materials. Client retains pre-existing materials it provides. Client represents it has the right to provide them and permits NSM to use them for Client’s ads, destination pages, reporting, and marketing materials during active service.

Advertising materials. NSM owns its created ad copy, creatives, scripts, campaign structures, and testing frameworks; Client owns its accounts, customer data, and audiences derived from that data. During paid Engine service, Client has a limited non-exclusive license to run NSM-created advertising materials within agreed campaigns, accounts, markets, and scope. Client may keep inactive campaigns and records for account history but may not run, republish, or distribute NSM-created materials without a signed amendment.

Organic writing. When Engine service ends, if Client has paid fees due through that date, blog or article content published as of that date and similar standalone writing created for Client’s organic search program transfer to Client. NSM will deliver a file export; Client may keep, edit, republish, and reuse it. Content NSM published on Client’s Google Business Profile, including posts, descriptions, product entries, and questions and answers, may remain there; Client receives a perpetual, non-exclusive, non-transferable license to display, edit, and manage it on Client’s own profile. Email and social media content, automations, workflows, templates, reusable components, and systems do not transfer.

11. Lead Follow-Up, Usage, Privacy, and Client Data

Lead follow-up. NSM may provide light lead follow-up, such as automated replies, reminders, and follow-up messages, through Client’s existing CRM or a CRM platform NSM chooses and may change. These platforms charge per use for calls, text messages, email, phone numbers, call recording, transcription, and AI features.

Usage billing. Engine includes a $50 monthly usage allowance that does not roll over. Platform usage beyond it is billed at twice the provider’s cost, including provider pass-through charges, as shown on the usage rates page, which may lag provider changes.

Contacts and consent. Client is responsible for lawful contacts, messages, calls, recordings, and instructions, including consent, records, disclosures, calling-time restrictions, do-not-call compliance, opt-outs, and a valid postal address. Client reviews audiences, content, and cadence; purchased, rented, scraped, or compiled lists are prohibited. NSM configures available standard controls with reasonable care, but offers no legal advice, compliance guarantee, or national or state do-not-call screening.

Customer data and privacy. The Privacy Policy describes NSM’s collection, use, and protection of personal information and is incorporated by reference. Client controls its customers’ and contacts’ information in CRM, call tracking, analytics, advertising, and follow-up systems; NSM handles it on Client’s behalf and instructions, accesses it only as needed for service, does not sell it, and does not market its own services to Client’s customers. Client is responsible for the lawfulness of data it provides or directs NSM to process.

Export, transfer, and retention. NSM retains client data it holds for at least 60 days after service ends. On written request within that period it provides available data in supported export formats and reasonable assistance with provider-controlled number or account transfers. Data required for timely requests is retained until export or transfer completes or Client withdraws the request, subject to legal restrictions and third-party availability. Where reasonably practicable and provider-supported, Client may request transfer of its lead follow-up platform account to its own account. Transfer does not license agency materials; NSM may remove reusable systems without removing Client data. Client provides replacement accounts, subscriptions, webhooks, email delivery, and connections. Reasonable assistance excludes rebuilding integrations or ongoing technical support. After the retention period and timely requests, NSM may delete data subject to legal retention.

12. No Guaranteed Outcome

NSM does not guarantee any specific outcome, including lead volume, estimates, booked jobs, sales, or close rates; cost per lead or return on ad spend; rankings, traffic, or review volume; Core Web Vitals scores; or platform approvals, unless expressly stated in a signed written guarantee.

13. Confidentiality

Each party may receive the other party’s non-public business information (“Confidential Information”). Each party agrees to use reasonable care to protect Confidential Information and to use it only for purposes of the service and related business purposes.

Confidential Information does not include information that is publicly available, already known without restriction, independently developed, or lawfully received from another source.

Term. These confidentiality obligations continue for 3 years after the service ends. Information that qualifies as a trade secret remains protected for as long as it qualifies as a trade secret under applicable law.

Compelled disclosure. A party may disclose Confidential Information to the extent required by law, regulation, subpoena, or court order, provided that the disclosing party gives the other party prompt written notice where legally permitted and discloses only what is required.

Return or destruction. On written request after the service ends, each party will return or destroy the other’s Confidential Information, except copies held in routine backups or kept for legal, tax, or record-keeping reasons. Website files and Client data instead follow the retention and handover rules in Sections 9 and 11, unless applicable law requires earlier deletion. Anything retained stays subject to this Section.

NSM’s use of service data. Momentum Engine improves as NSM applies what it learns across its clients. NSM may use performance data and lessons from Client’s campaigns to improve the service for Client and other clients, including clients in the same Trade in other markets, and may use anonymized or aggregated insights in its own marketing and education. NSM will not share Client’s identity, customer data, or specific results with other clients, and will not publish Client’s name, brand, logo, or results without Client’s written agreement. This use is permitted notwithstanding the rest of this Section. NSM uses reasonable efforts to select providers and available settings that limit use of Client data for general-purpose AI training.

14. Indemnification

Client will defend, indemnify, and hold harmless NSM from third-party claims, damages, penalties, and reasonable costs arising out of:

• Client’s business claims, pricing, guarantees, licensing, service descriptions, promotions, testimonials, and before-and-after photos;
• Client’s materials and customer data;
• Client’s instructions on messaging, calling, audiences, consent, and recording under Section 11; and
• Client’s violation of law, platform rules, carrier requirements, or these terms.

NSM will defend, indemnify, and hold harmless Client from third-party claims that materials created by NSM and delivered under the service infringe that third party’s intellectual property rights, and from claims arising out of NSM’s gross negligence or willful misconduct.

15. Limitation of Liability

To the fullest extent permitted by law, neither Party will be liable to the other for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, business interruption, missed opportunities, or lost rankings related to the service. NSM is also not liable for advertising spend.

Each Party’s total aggregate liability arising out of or relating to these terms will not exceed the greater of the total fees Client paid to NSM for the service in the 3 months before the event giving rise to the claim, excluding ad spend and third-party costs, or $2,500.

What this Section does not limit. This Section does not limit Client’s obligation to pay fees and other amounts owed, Client’s indemnification obligations under Section 14, either Party’s breach of Section 13, either Party’s misuse of the other’s intellectual property, fraud or willful misconduct, or liability that cannot be limited under applicable law.

16. Governing Law and Dispute Resolution

These terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws rules.

Informal resolution. The parties agree to first attempt to resolve any dispute informally by contacting each other directly and negotiating in good faith for at least 30 days.

Mediation. If that fails, either party may propose mediation.

Binding arbitration. If mediation is unsuccessful or is declined, any unresolved dispute will be settled by binding arbitration before a single arbitrator, administered by the American Arbitration Association under its Commercial Arbitration Rules, held in Texas. The Federal Arbitration Act governs this Section, including any question of whether a dispute must be arbitrated. The arbitrator’s award may be enforced in any court with authority to hear it.

Collections and small claims. NSM may bring an action to collect amounts Client owes, and either party may bring an individual claim in small claims court where the claim qualifies, without first completing the informal resolution and mediation steps above.

If arbitration does not apply. Where a dispute is not subject to arbitration, it will be brought in the state or federal courts located in Texas, and each party waives any right to a jury trial to the extent permitted by law.

Nothing in this Section limits a party’s right to seek injunctive relief for misuse of Confidential Information or intellectual property.

17. General

Entire agreement. These terms and any document incorporated by reference are the entire agreement between the parties regarding Momentum Engine and supersede prior discussions and proposals on that subject.

Severability. If any provision is held unenforceable, that provision will be limited or removed to the minimum extent necessary, and the remaining provisions will remain in full force.

No waiver. A party’s failure to enforce a provision is not a waiver of its right to enforce it later.

Assignment. Client may assign these terms to a bona fide successor to its business that accepts them. Other assignments require NSM’s written consent. NSM may assign these terms to a successor to all or the relevant part of its business, including in a merger, acquisition, or sale of assets.

Notices. Written notice to NSM must be sent by email to the contact address at the end of this Section and is effective when NSM receives it. Notices to Client may be sent to (completed for each client) or another address Client designates in writing.

Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, outages, platform failures, labor disputes, and government action.

Independent contractor. The parties are independent contractors. These terms do not create a partnership, joint venture, employment, or agency relationship.

Survival. Sections 8, 9, 10, 11, 12, 13, 14, 15, 16, and 17 survive the end of these terms, along with any payment obligation that accrued before it.

Changes to these terms. Revisions do not change an earned website license or the Website License Balance schedule without Client’s written agreement.

NSM may revise these terms and will publish the updated version at nextstepmarketing.net/legal/momentum-engine-terms-of-service. Revisions:

• take effect only 30 days after NSM notifies Client at Client’s notice address;
• apply prospectively only, and never to a dispute or claim that arose before the effective date; and
• if a revision materially and adversely affects Client, let Client cancel under Section 8, effective on the date the revision would take effect, by giving written notice within that 30-day period.

Continued use of the service after a revision takes effect is acceptance of it, subject to applicable law and any signed amendment.

Contact. Questions about these terms may be directed to contact@nextstepmarketing.net.

18. Special Terms

(completed for each client)

Signatures

IN WITNESS WHEREOF, the Parties have executed these terms, effective as of the Effective Date.

NSM: Next Step Sites LLC, doing business as Next Step Marketing

• Name: (completed for each client)
• Signature: (completed for each client)
• Title: (completed for each client)
• Date: (completed for each client)

Client: (completed for each client)

• Name: (completed for each client)
• Signature: (completed for each client)
• Title: (completed for each client)
• Date: (completed for each client)