Welcome to Newton, provided by Hemingway AI, Inc. dba Newton (“Newton,” “we,” “our,” or “us”). These Newton Terms of Service (these “Terms” or this “Agreement”) govern your use of our software applications, architecture, and platform (the “Software”) and systems and data facilities (the “Network”), as well as any other websites, subdomains, or services owned or controlled by Newton that provide you with access to the Software or Network (collectively, the “Service”). To access the Service, you must at all times agree to and abide by these Terms.

These Terms constitute a legal contract between you (the representative authorized to bind a single company, organization, or entity) (“you” or “Subscriber”) and Newton regarding your use of the Service. For purposes of these Terms, “you” or “Subscriber” also refers to any of your employees or end users who use the Service under your account. Newton may have different roles with respect to different types of end users of the Service, and the word “you” as used in these Terms applies to the appropriate type of end user under the circumstances.

Please read these Terms carefully. By executing an Order (as defined below) for the Service, you signify that you have read, understood, and agree to be bound by these Terms, which incorporate all of the following:

1. The provisions of these Terms of Service;

2. Any business associate agreement (“BAA”), data processing addendum (“DPA”), or other separate agreement that you and Newton have agreed to in writing;

3. The quotation, pricing sheet, or service agreement that Newton has issued to you (hereinafter referred to as the “Order”);

4. Newton’s Privacy Policy (the “Privacy Policy”);

5. Any additional guidelines and any future modification to any of the foregoing that may be issued by Newton from time to time.

If you are using or opening an account with Newton on behalf of a company, organization, or other legal entity (collectively, the “Subscribing Organization”), then you represent and warrant that you: (i) are an authorized representative of that Subscribing Organization with the authority to bind it to these Terms; (ii) have read and understand these Terms; and (iii) agree to these Terms on behalf of such Subscribing Organization.

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION.

1. LICENSE GRANT

1.1 Subject to the terms and conditions of these Terms, Newton hereby grants to you a limited, personal, non-transferable, and revocable license to access and use the Service in the manner contemplated by these Terms solely for your internal business purposes. You have no right to sublicense or resell the Service or any component thereof. By using the Service, you agree that your business purposes operate within the purposes and uses approved by Newton, which are described on our website at https://joinnewton.com (the “Newton Website”).

2. THE NEWTON SERVICE & FEATURES

2.1 Service Description
Subject to these Terms, Newton will provide the Service as described in your Order. Newton has no obligation to provide any services or perform any tasks not specifically set forth in these Terms or in the Order. The Service may consist of integrated software, hardware, or hosted features (“Features”) that allow you to engage in various communication, scheduling, payment processing, administrative, or other business activities. These Features may include, but are not limited to:

• Communication tools (text messaging, email, phone systems)

• Scheduling and reminder tools

• Payment processing / merchant services

• Team communication and chat

• Customizable digital forms

• Data analytics and reporting

• Marketing tools

Newton may update, remove, or change Features at its discretion. If any Feature requires additional terms and conditions (“Feature Terms and Conditions”), those supplemental terms apply and are incorporated by reference. If any Feature Terms and Conditions directly conflict with these Terms, the Feature Terms and Conditions will control solely for that Feature. If your Order conflicts with these Terms, your Order will govern.

2.2 Third-Party Provider Agreements
In addition to these Terms, your relationship with certain third-party providers that integrate with or resell the Service may be subject to separate terms and conditions (“Provider Agreements”). If any provision of these Terms conflicts with any term of a Provider Agreement, that Provider Agreement will control solely with respect to the third-party provider’s products or services. NEWTON MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE WHATSOEVER IN RELATION TO THIRD-PARTY PRODUCTS OR SERVICES, AND YOU USE THEM AT YOUR OWN RISK. NEWTON DISCLAIMS ALL LIABILITY FOR ANY LOSS OR DAMAGES ARISING FROM OR RELATING TO YOUR USE OF ANY THIRD-PARTY PROVIDER OR SERVICE.

2.3 Modifications to the Terms
Newton may, in its sole discretion, change, supplement, or remove portions of these Terms (including any Feature Terms and Conditions) at any time. We will notify you if we make material changes (e.g., by updating the “last updated” date at the top of these Terms and providing in-Service notifications or emails). Continued use of the Service following such notice constitutes acceptance of the changes. If a revision is unacceptable to you, your only remedy is to terminate your use of the Service.

2.4 Support
Newton makes support services available via the Newton Website, email, chat, or phone. Additional support services may be available under your Order and may require payment of applicable fees. Newton’s ability to deliver the Service or support depends on your cooperation and timely provision of accurate information.

3. DATA PROCESSING & PRIVACY

3.1 Subscriber Data
The Service allows you to submit, store, and access certain data relevant to your business or your end customers (“Subscriber Data”). Providing our Service requires collecting and using this Subscriber Data. Our BAA, DPA, and Privacy Policy explain how Newton collects, uses, and shares this information, and how you can control it. As between you and Newton, you are the owner and controller of all Subscriber Data, and Newton is the processor.

3.2 License Grant to Newton
By submitting Subscriber Data to Newton or otherwise providing Newton with access to such data, you represent and warrant that you have all rights necessary to grant and hereby grant Newton and its subcontractors/service providers all rights and licenses required to provide the Service. You agree that Newton may collect, analyze, and use data derived from Subscriber Data, including anonymized, aggregated data, for its lawful business purposes (e.g., product improvements, analytics), even after termination of these Terms.

3.3 Your Responsibilities for Subscriber Data
You represent and warrant:
(1) You lawfully obtained Subscriber Data and it does not violate any law or proprietary rights.
(2) Subscriber Data is free of viruses, malware, or other harmful elements.
(3) Your collection and disclosure of Subscriber Data comply with a privacy policy that allows Newton to collect, use, and share Subscriber Data as described herein and in our Privacy Policy.
(4) You remain solely responsible for compliance with all privacy laws in all jurisdictions applicable to Subscriber Data.
(5) Newton may exercise the rights granted hereunder without liability or cost to any third party.

3.4 Location & Transfer of Data
Newton may process and store Subscriber Data in the United States or other countries outside your residence. For more information, please see our Privacy Policy. You acknowledge that such data may be accessible to law enforcement and national security authorities of those jurisdictions.

3.5 Security Measures
Newton implements reasonable technical and organizational measures designed to protect Subscriber Data from unauthorized access or disclosure (“Newton Network”). You are responsible for securing your own systems and data backups, as well as properly configuring the Service to suit your security needs.

3.6 Data Breach
If a data breach involving unencrypted Subscriber Data occurs within the Newton Network or its sub-processors, Newton will notify you without undue delay as required by applicable privacy laws. Where required by law, you shall be responsible for notifying affected individuals unless otherwise stated.

4. YOUR USE OF THE SERVICE

4.1 Subscriber Accounts
To use certain Service Features, you must create an account (“Account”). You agree to provide accurate and complete information, maintain the security of your Account credentials, and accept responsibility for all activities that occur under your Account. You agree to notify Newton immediately if you suspect unauthorized use of your Account.

4.2 Administrator Accounts
The first person who registers for the Service on behalf of a Subscribing Organization is the “Administrator.” The Administrator can assign privileges, manage end users, and control access to the Account. Anyone named as a billing contact will be deemed an Administrator as well. You are solely responsible for managing Administrator privileges and promptly disabling access for any end user you no longer authorize to use the Service.

4.3 System Access
You may choose to allow Newton to automatically retrieve data from your systems or third-party systems to enable certain Service functionalities. You represent and warrant that you have the necessary rights to grant Newton access to such systems and that any data retrieved does not violate any third-party rights or laws.

4.4 Compliance with Laws
You represent and warrant that you will use the Service in compliance with all applicable federal, state, provincial, local laws, regulations, and rules (“Applicable Laws”), including (where relevant) HIPAA, the Telephone Consumer Protection Act (TCPA), the Telemarketing Sales Rule, CAN-SPAM, the Gramm-Leach-Bliley Act, the California Consumer Privacy Act (CCPA), Canada’s Personal Information Protection and Electronic Documents Act (PIPEDA), Canada’s anti-spam legislation (CASL), and other privacy, consumer protection, or telecommunications laws. You bear sole responsibility for ensuring your communications through the Service comply with Applicable Laws (e.g., obtaining necessary consents to send text messages, emails, or phone calls).

4.5 Restricted Activities & Suspension
You agree not to use the Service for any unlawful, restricted, or fraudulent purpose, or in a manner that disrupts or harms Newton’s business or any third parties. Newton reserves the right to suspend or restrict your access to the Service immediately, without notice, if it reasonably suspects you are violating these Terms, any Applicable Laws, or engaging in harmful activities. Suspension does not constitute a waiver of any other right or remedy Newton may have.

5. OWNERSHIP & PROPRIETARY RIGHTS

5.1 Newton Materials
All rights, title, and interest in the Service, including the Software, Network, designs, code, graphics, and content provided by Newton (“Newton Materials”), are owned by Newton or its licensors. All trademarks, service marks, and trade names are proprietary to Newton or its affiliates or licensors. Except for the limited license granted in Section 1, you acquire no right, title, or interest in Newton Materials or related intellectual property rights. You agree not to copy, distribute, modify, or create derivative works of the Newton Materials without Newton’s prior written consent.

6. PAYMENT TERMS, CHARGES & TAXES

6.1 Subscription Fees
You agree to pay the subscription fees set forth in your Order. Newton reserves the right to revise the subscription fee or any other fees upon reasonable notice. Fees will remain fixed during your initial subscription term unless otherwise specified in your Order.

6.2 Automatic Renewals
Unless your Order provides otherwise, your subscription to the Service will automatically renew at the end of each billing cycle. You consent to our charging your chosen payment method for each renewal. You acknowledge the recurring charges may change if tax rates change, or Newton adjusts its fees in accordance with your agreement.

6.3 Additional/Miscellaneous Fees
Newton may charge additional fees for separate services or integrations not covered by your subscription plan. You agree to pay any such fees when incurred.

6.4 Taxes & Surcharges
All fees are exclusive of any applicable taxes, assessments, or surcharges. You are responsible for paying any and all taxes and surcharges relating to your use of the Service. Newton will collect such taxes if required by law and add them to your invoice or billing account.

6.5 Payment Method
You must provide a valid, accepted form of payment (credit card, ACH, or otherwise specified by Newton). You agree to keep your billing and payment information current. All fees, once paid, are nonrefundable unless otherwise stated in these Terms or required by law.

6.6 Past Due Payments & Cancellations
Newton reserves the right to deactivate or terminate your Account if you fail to pay fees when due. If your payment method fails, Newton may charge other payment methods you have on file or use a collection mechanism to recover unpaid fees.

• Cancellations: Unless otherwise provided, you must cancel your subscription at least thirty (30) days prior to the start of your next billing cycle. If you have an Order with a specific term, no refunds are given for early cancellation.

7. TERM & TERMINATION

7.1 Term
These Terms become effective on the date you sign up for the Service or execute an Order and continue until terminated as described below.

7.2 Termination for Convenience
Unless restricted by Applicable Law or stated otherwise in Feature Terms and Conditions, either party may terminate these Terms upon thirty (30) days’ written notice. However, if you have an active Order with a stated term, that Order remains in effect until its stated end date unless terminated for cause.

7.3 Termination for Cause
Either party may terminate these Terms for cause if:
(1) The other party materially breaches these Terms and fails to cure within thirty (30) days after receiving written notice; or
(2) The other party becomes insolvent, makes a general assignment for the benefit of creditors, or files for bankruptcy or receivership.

7.4 Effects of Termination
Upon termination, you must immediately stop using the Service and cease representing yourself as a Newton customer. All licenses and rights granted under these Terms shall terminate, and you must pay any outstanding fees within thirty (30) days of termination.

7.5 Return or Deletion of Subscriber Data
Upon expiration or termination, Newton may retain Subscriber Data necessary for its legitimate business or legal obligations, as permitted by the BAA, DPA, or Privacy Policy. You may request the return or deletion of Subscriber Data; additional fees may apply for data retrieval.

8. CONFIDENTIALITY

8.1 Definition
“Confidential Information” means any non-public information provided by one party (“Disclosing Party”) to the other (“Receiving Party”) that should reasonably be understood as confidential, including Newton Materials and your Subscriber Data (unless publicly available or independently obtained).

8.2 Obligations
Each party agrees to protect the Confidential Information of the other party using at least the degree of care it uses for its own similar confidential information, but not less than a reasonable standard of care. The Receiving Party may only disclose Confidential Information to employees, contractors, or agents who need to know it to provide or receive the Service.

8.3 Exceptions
Confidential Information does not include information that:
(1) Is or becomes publicly known without breach;
(2) Was lawfully received from a third party without obligation of confidentiality; or
(3) Was independently developed without reference to the Confidential Information.

8.4 Injunctive Relief
A breach of confidentiality or unauthorized use of the other party’s intellectual property may result in irreparable harm. The injured party may be entitled to equitable relief (such as an injunction) in addition to any other remedies at law.

9. WARRANTIES & DISCLAIMERS

9.1 Newton Warranty
Newton represents and warrants that it has the rights and authority necessary to provide the Service and grant the licenses hereunder.

9.2 Disclaimer
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE (INCLUDING ALL SOFTWARE, HARDWARE, AND FEATURES) IS PROVIDED “AS IS,” “WHERE IS,” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, NEWTON DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NEWTON DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Certain Damages
IN NO EVENT SHALL NEWTON OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF DATA, REVENUE, BUSINESS OPPORTUNITY, OR ANTICIPATED PROFITS), EVEN IF NEWTON KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability
TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF NEWTON AND ITS AFFILIATES UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT PAID OR PAYABLE BY YOU TO NEWTON FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY OR (B) TEN THOUSAND DOLLARS (USD $10,000).

11. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Newton, its subsidiaries, affiliates, and their respective directors, officers, employees, and agents from and against any claims, damages, losses, liabilities, costs, or expenses (including attorneys’ fees) arising out of or related to: (a) your alleged or actual breach of any representation, warranty, or obligation under these Terms; (b) your violation of any Applicable Law; or (c) any claim by a third party that Subscriber Data infringes or misappropriates any third-party intellectual property or privacy right.

12. GOVERNING LAW; DISPUTE RESOLUTION

12.1 Governing Law
These Terms shall be governed by and interpreted under the laws of the State of Delaware, without regard to conflict-of-laws principles. Any claim or dispute between you and Newton arising in whole or in part under these Terms shall be decided exclusively by a court of competent jurisdiction located in Delaware, unless the arbitration provisions below apply.

12.2 Arbitration
READ THIS SECTION CAREFULLY. ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL BE RESOLVED BY BINDING ARBITRATION ADMINISTERED BY JAMS UNDER ITS OPTIONAL EXPEDITED ARBITRATION PROCEDURES. THE ARBITRATION SHALL BE CONDUCTED IN DELAWARE, UNLESS YOU AND NEWTON AGREE OTHERWISE IN WRITING. EACH PARTY SHALL BE RESPONSIBLE FOR ITS OWN COSTS AND EXPENSES. THE ARBITRATOR’S DECISION MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION.

12.3 Class Action/Jury Trial Waiver
YOU AGREE THAT ALL CLAIMS MUST BE BROUGHT IN YOUR INDIVIDUAL CAPACITY AND NOT AS A CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THESE TERMS, YOU AND NEWTON EACH WAIVE THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

13. MISCELLANEOUS

13.1 Remote Access Support
In some cases, Newton Support may request remote access to your device to troubleshoot issues. You can decline such access; if you permit it, you do so at your own risk, and Newton is not liable for any resulting issues unless caused solely by Newton’s gross negligence.

13.2 Pre-release or Beta Features
Newton may offer pre-release or “beta” features as part of the Service. Such features may be unstable or incomplete, and are offered “as is.” Newton makes no promises that such features will be released commercially and may discontinue them at any time without liability.

13.3 Notices
Notices regarding your Account or legal matters (e.g., changes to these Terms) may be sent electronically (e.g., email or in-Service notification). You consent to receive notices in electronic form. You must send notices to Newton via email at support@joinnewton.com or via certified mail at:
Hemingway AI, Inc. dba Newton – Legal Department
1885 Mission St
San Francisco, CA 94103

13.4 Assignment
Neither party may assign or transfer its rights or obligations under these Terms without the other party’s prior written consent, except that Newton may assign these Terms without consent in connection with a merger, acquisition, or sale of assets. Any assignment in violation of this section is void.

13.5 Waiver & Severability
Failure to enforce a provision of these Terms is not a waiver. If any provision is found invalid or unenforceable, it will be limited or eliminated to the minimum extent necessary, and the remaining provisions remain in full force and effect.

13.6 Entire Agreement
These Terms (along with any incorporated Feature Terms and Conditions, Privacy Policy, and any applicable Order) form the entire agreement between you and Newton regarding the subject matter herein and supersede any prior representations or agreements. No modification is valid unless in writing, signed by both parties, or made by Newton as provided in these Terms.

13.7 Time Limits on Claims
You and Newton agree that any cause of action arising out of or relating to the Service must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

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