Effective date: May 5, 2025

These Terms of Service (the “Agreement”) govern Customer’s access to and use of the Service (as defined below) provided by Gain Momentum, LLC (“Momentum,” “we,” “us,” or “our”). By accessing or using the Service, Customer agrees to be bound by this Agreement. The individual accepting this Agreement does so on behalf of a company or other legal entity (“Customer”). Such individual represents that they have the authority to bind such entity to this Agreement. If such individual does not have such authority or does not agree with these terms, they must not use the Service. The parties agree as follows:

1. Service & Subscription

1.1 Service Description. Momentum is a cloud-based software product designed for product and engineering teams. The Service integrates with Jira, a third-party platform owned by Atlassian, to provide enhanced functionality to Users.

1.2 Customer’s Subscription. Customer may purchase a subscription to the Service for its internal business purposes. Subscriptions are valid for the period specified in the applicable order and permit access to the Service by individuals authorized by Customer (“Users”). The Service is intended solely for business use, not for individual consumer purposes.

1.3 Momentum’s Ownership. Momentum retains all rights, title, and interest in and to the Service, including all underlying technology, software, documentation, and content provided through the Service. This Agreement does not transfer any ownership rights to Customer.

2. Restrictions

2.1 Customer’s Responsibilities. Customer is responsible for all activity occurring under its account(s) and shall ensure that all Users comply with this Agreement. Customer must promptly notify Momentum of any unauthorized use of its account(s) or any security breach.

2.2 Use Restrictions. Customer agrees not to, and will not permit any User or third party to, directly or indirectly (a) modify, translate, copy, or create derivative works based on the Service; (b) reverse assemble, reverse compile, reverse engineer, decompile, or otherwise attempt to discover the source code, non-public APIs, or underlying ideas or algorithms of the Service; (c) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make the Service available to any third party, except as expressly authorized herein; (d) remove or obscure any copyright, trademark, or other proprietary notices or Momentum branding contained in or on the Service; (e) use the Service in violation of any applicable federal, state, local, or international law or regulation, or in violation of Atlassian’s terms of service or acceptable use policy; (f) attempt to gain unauthorized access to, interfere with, damage, or disrupt any part of the Service, including by introducing viruses, malware, or other harmful code, or by using flood pings, denial-of-service attacks, or similar methods; (g) use or access the Service to build or support, or assist a third party in building or supporting, products or services competitive with the Service; (h) probe, scan, or test the vulnerability of the Service or any Momentum system or network.

3. Data

3.1 Data Collection and Use. Momentum collects and processes data related to Customer’s use of the Service, including data from Customer’s Jira account (e.g., task details, sprint details, project metadata, and user information), to provide, maintain, and improve the Service.

3.2 Data Ownership. Customer retains all ownership rights to its data provided to or generated through the Service. Customer grants Momentum a worldwide, non-exclusive, royalty-free license to use, process, store, and display such data as necessary to deliver the Service.

3.3 Data Security. Momentum implements industry-standard security measures, including encryption and access controls, to protect Customer data. However, Customer acknowledges that no system is entirely immune to security risks.

3.4 Customer Data Rights. Customer represents and warrants that it has all necessary rights, consents, and permissions to provide data to Momentum for use in connection with the Service.

3.5 Data Processing Agreement. For customers in the European Union, United Kingdom, Liechtenstein, Norway, or Iceland, Momentum will process Customer data in accordance with a Data Processing Agreement (DPA) to comply with the General Data Protection Regulation (GDPR). Customers may request a DPA by contacting us at support@gainmomentum.ai.

4. Intellectual Property

4.1 Ownership. Momentum owns all intellectual property rights in the Service, including copyrights, trademarks, patents, and trade secrets. Customer receives no rights beyond the subscription license granted herein.

4.2 Feedback. From time to time, Customer may choose to provide to Momentum suggestions, comments, ideas, or other feedback regarding the Service (“Feedback”). Momentum values Customer input and may wish to leverage Feedback to enhance the Service, develop new features, or improve its products, services, or business operations. To enable this, Customer hereby grants to Momentum and its assigns a royalty-free, worldwide, perpetual, irrevocable, fully transferable, and sublicensable right and license to use, disclose, reproduce, modify, create derivative works from, distribute, display, and otherwise exploit any Feedback in any manner Momentum deems appropriate. This license is granted without any obligation or restriction.

5. Third-Party Applications

5.1 Integrations. The Service integrates with third-party products, including Jira, which are not owned or controlled by Momentum. Customer may choose to enable such integrations at its sole discretion by providing authorization details (e.g., login credentials, API tokens) to facilitate connectivity.

5.2 Customer’s Risk. Use of third-party applications is at Customer’s own risk and subject to the terms and conditions of those third parties. Momentum is not liable for any issues, damages, or losses arising from Customer’s use of third-party applications, including interruptions, data loss, or security breaches caused by such integrations.

5.3 Embedded Third-Party Services. Momentum uses certain third-party services as integral components of the Service to enhance functionality, performance, and reliability. These embedded services are not explicitly enabled by Customer but are part of Momentum’s standard operation. Customer acknowledges that: (a) these services may collect, process, or store data (including Customer data) to support the Service’s delivery and improvement; (b) Momentum does not own or control these embedded third-party services, and their operation is subject to the respective providers’ terms and policies; (c) Momentum is not responsible for the availability, accuracy, or security of these embedded services, nor for any interruptions, data issues, or breaches resulting from their use, except as required by applicable law.

6. Fees and Payments

6.1 Subscription Fees. If Customer subscribes to a paid plan, Customer agrees to pay the fees outlined on our Pricing Page. Fees are billed in advance on a recurring basis and are non-refundable, except as provided in our refund policy or at Momentum’s sole discretion.

6.2 Payment. Customer will pay Momentum either directly or through a third-party payment processor. Customer authorizes Momentum to charge its provided payment method for all applicable fees, including recurring charges, without requiring additional authorization for each transaction, until this Agreement is terminated. Customer is responsible for keeping payment method information current.

6.3 Fee Changes. Momentum may modify its fees upon 30 days notice, communicated via email or through the Service. Continued use of the Service after such changes constitutes acceptance of the new fees.

7. Term and Termination

7.1 Term. This Agreement begins when Customer first accesses the Service and continues until terminated by either party as described below.

7.2 Termination by Customer. Customer may terminate this Agreement at any time by closing its account through the Service or by providing written notice to Momentum and receiving acknowledgement of such notice. Upon termination, Customer’s access to the Service will cease.

7.3 Termination by Momentum. Momentum may suspend or terminate Customer’s access to the Service at its discretion, with or without notice, for reasons including but not limited to violation of this Agreement, non-payment, or compliance with legal obligations. Momentum may suspend or terminate Customer’s access to the Free Version at any time with or without notice to Customer.

7.4 Effect of Termination. Upon termination, Momentum may delete Customer’s data in accordance with its data retention policies. Customer is responsible for exporting any data prior to termination. Sections of this Agreement intended to survive termination (e.g., “Momentum’s Ownership”, “Data”, “Third-Party Applications”, “Fees and Payments”, “Term and Termination”, “Warranties and Disclaimers”, “Confidentiality”, “Indemnification”, “General Terms”) will remain in effect.

8. Warranties and Disclaimers

8.1 Warranty Disclaimer. The Service is provided “as is” and “as available,” without warranties of any kind, express or implied. Momentum disclaims all warranties, including but not limited to merchantability, fitness for a particular purpose, and non-infringement. Momentum does not guarantee that the Service will be uninterrupted, error-free, or secure.

8.2 Limitation of Liability. To the fullest extent permitted by law, Momentum shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, data, use, or goodwill, arising from or related to this Agreement or the Service, even if advised of the possibility of such damages. Momentum’s total liability under this Agreement shall not exceed the fees paid by Customer for the Service in the twelve (12) months preceding the claim.

9. Confidentiality

9.1 Definition. “Confidential Information” means any non-public information disclosed by one party to the other in connection with this Agreement, including but not limited to business plans, technical data, and Customer data.

9.2 Obligations. Each party agrees to protect the other’s Confidential Information with at least the same degree of care it uses for its own confidential information (but no less than reasonable care) and to use such information only to fulfill its obligations under this Agreement. This obligation does not apply to information that is publicly available, independently developed, or legally required to be disclosed.

10. Indemnification

Customer agrees to indemnify, defend, and hold harmless Momentum, its affiliates, and their respective officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising from: (a) Customer’s use of the Service; (b) Customer’s violation of this Agreement; (c) Customer’s infringement of any third-party rights, including intellectual property rights; (d) Customer’s use of third-party applications.

11. General Terms

11.1 Publicity. Momentum may identify Customer as a user of the Service on its website and in marketing materials, provided Momentum obtains Customer’s prior written consent.

11.2 Force Majeure. Neither party shall be liable for delays or failures in performance due to causes beyond its reasonable control, including but not limited to natural disasters, war, terrorism, labor disputes, or governmental actions.

11.3 Changes to The Service. Customer acknowledges that Momentum may make changes to the Service to improve and enhance the Service. Customer acknowledges that such changes may include removal of functionality; however, Momentum will not materially decrease the core functionality of the Service without notice.

11.4 Changes to This Agreement. Momentum may update this Agreement from time to time. Momentum will notify Customer of material changes via email or through the Service. Continued use of the Service after such changes constitutes acceptance of the updated Agreement.

11.5 Notices. Momentum will send notices under this Agreement to Customer using one or more of the following communication methods: (a) via email to Customer’s provided email(s); (b) through the Service. Customer must send notices under this Agreement to Momentum via email to support@gainmomentum.ai. Notices will be deemed to have been duly given the business day after it is sent.

11.6 Waivers. Failure to enforce any provision does not waive that provision or any other.

11.7 Severability. If any provision is invalid, the remaining provisions remain in effect.

11.8 Export Controls. Customer agrees to comply with all applicable export control laws, including U.S. regulations, and shall not export or re-export the Service in violation of such laws.

11.9 Governing Law. This Agreement and any disputes related to it shall be governed exclusively by the internal laws of the State of Delaware, without regard to its conflict of law principles. Any legal action arising from this Agreement shall be brought in the state or federal courts located in Delaware.

11.10 Assignment. Neither party may assign this Agreement without the other’s prior written consent, except that Momentum may assign it in connection with a merger, acquisition, or sale of substantially all its assets. Any purported assignment in violation of this section is void.

11.11 Entire Agreement. This Agreement, including any documents incorporated by reference or included in the applicable order, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings, whether written or oral, regarding the Service.