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 related systems and data facilities (the “Network”), as well as any other websites, sub‑domains, or services owned or controlled by Newton that provide you with access to the Software or Network (collectively, the “Service”). To access or use the Service, you must at all times agree to and abide by these Terms.

These Terms constitute a binding contract between you—the individual signing up for the Service or the representative authorized to bind a single company, organization, or entity (“you” or “Subscriber”)—and Newton. “Subscriber” also includes any of your employees or end users who access the Service under your account.

By executing an order form, quotation, pricing sheet, or service agreement issued by Newton (an “Order”) or by clicking an “I Agree” button, you (i) acknowledge that you have read and understood these Terms, (ii) represent that you are of legal age and have authority to bind the Subscriber, and (iii) agree to be bound by these Terms, which incorporate all of the following by reference:

‑ these Terms of Service
‑ the Business Associate Agreement (“BAA”) required by 45 C.F.R. § 164.502(e)
‑ any Data‑Processing Addendum (“DPA”) executed between you and Newton
‑ your Order
‑ Newton’s Privacy Policy
‑ any guidelines or feature‑specific terms Newton may publish from time to time (collectively, “Ancillary Terms”)

PLEASE READ THESE TERMS CAREFULLY. THIS AGREEMENT CONTAINS (A) A MANDATORY INDIVIDUAL ARBITRATION CLAUSE AND (B) A CLASS‑ACTION / JURY‑TRIAL WAIVER.

1. LICENSE GRANT

1.1 Limited License. Subject to your continuous compliance with these Terms, Newton grants you a limited, personal, revocable, non‑exclusive, non‑transferable right to access and use the Service solely for your internal business purposes. No other rights are granted. You may not sublicense or resell the Service or any component thereof.

2. THE NEWTON SERVICE & FEATURES

2.1 Service Description. Subject to these Terms, Newton will provide the Service as described in your 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 conflict with these Terms, the Feature Terms and Conditions control for that Feature. If your Order conflicts with these Terms, your Order controls.

2.2 Third‑Party Provider Agreements. 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 a term of a Provider Agreement, that Provider Agreement controls solely with respect to the provider’s products or services. NEWTON MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THIRD‑PARTY PRODUCTS OR SERVICES, AND YOU USE THEM AT YOUR OWN RISK. NEWTON DISCLAIMS ALL LIABILITY FOR LOSS OR DAMAGES ARISING FROM YOUR USE OF ANY THIRD‑PARTY PROVIDER OR SERVICE.

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

2.4 Support. Newton makes support services available via our website, email, chat, or phone. Additional support may be available under your Order and may require payment of applicable fees. Newton’s ability to deliver 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 data relating to your business or your end customers (“Subscriber Data”), including call audio files, voice transcripts, and any AI‑generated summaries or analyses of such communications. As between the parties, you own and control all Subscriber Data; Newton acts as a “processor” or “service provider” under applicable privacy laws.

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

3.3 Your Responsibilities for Subscriber Data. You represent and warrant that (a) you lawfully obtained Subscriber Data and it does not violate any law or proprietary right; (b) Subscriber Data is free of viruses, malware, or other harmful elements; (c) your collection and disclosure of Subscriber Data comply with a privacy policy that permits Newton to collect, use, and share Subscriber Data as described in these Terms and in our Privacy Policy; (d) you remain solely responsible for compliance with privacy laws in all jurisdictions applicable to Subscriber Data; and (e) Newton may exercise the rights granted hereunder without liability or cost to any third party.

3.4 Location and Transfer of Data. Newton may process and store Subscriber Data in the United States or in other countries outside your residence. 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 (the “Newton Network”). You are responsible for securing your own systems and backups and for configuring the Service to meet your security needs.

3.6 Data‑Breach Notification. If a breach of the Newton Network or its subprocessors results in the unauthorized acquisition of unencrypted Subscriber Data, Newton will notify you without undue delay and in no event later than sixty (60) calendar days after discovery, unless a shorter period is required by applicable law.

3.7 California Privacy Notice (CPRA Service‑Provider Safe Harbor). For personal information subject to the California Consumer Privacy Act, as amended by the CPRA (collectively, “CCPA”), Newton (a) processes such information solely to provide the Service for you and pursuant to your written instructions, (b) does not “sell” or “share” such information as those terms are defined in the CCPA, and (c) will enable you to honor consumer requests to delete or access their personal information.

4. YOUR USE OF THE SERVICE

4.1 Subscriber Accounts. To use certain 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.

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

4.3 System Access. You may allow Newton to retrieve data from your systems or third‑party systems to enable certain functionalities. You represent that you have the rights to grant such access and that any data retrieved does not violate 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, and foreign laws and regulations (“Applicable Laws”), including, without limitation, HIPAA; the Telephone Consumer Protection Act of 1991 (TCPA) and any successor or judicial interpretation thereof; the Telemarketing Sales Rule; CAN‑SPAM; the Gramm‑Leach‑Bliley Act; the California Consumer Privacy Act; Canada’s Personal Information Protection and Electronic Documents Act (PIPEDA); Canada’s Anti‑Spam Legislation (CASL); and any statutes governing call recording, monitoring, or wiretapping. You bear sole responsibility for obtaining all legally required consents and notices before recording or communicating with any individual via the Service.

4.5 Restricted Activities and 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 may suspend or restrict your access immediately, without notice, if it reasonably suspects you are violating these Terms, any Applicable Laws, or engaging in harmful activities. Suspension does not waive any other right or remedy Newton may have.

4.6 Call Recording, Monitoring, and AI Analysis.
4.6.1 Customer Control and Compliance. The Service may enable the recording, transcription, monitoring, or AI analysis of telephone calls or other communications (“Recordings”). Subscriber alone controls whether, when, and for whom Recordings are enabled and is solely responsible for complying with all Applicable Laws, including U.S. federal and state all‑party‑consent statutes, PIPEDA, and any foreign data‑protection or wiretap laws.
4.6.2 Consent and Notice. Subscriber represents and warrants that it has obtained, and will maintain, all legally required notices, consents, and authorizations from employees, agents, patients, and any other participants before enabling any Recording. Any sample scripts, IVR announcements, or default prompts provided by Newton are for convenience only and do not constitute legal advice or a determination of compliance.
4.6.3 Staff Announcements. Where Subscriber relies on personnel to provide required disclosures, Subscriber shall implement written policies and training to ensure the disclosure is made on every applicable call. Newton bears no liability for any failure by Subscriber’s personnel.
4.6.4 Indemnification. In addition to the indemnity in Section 11, Subscriber will defend, indemnify, and hold harmless Newton and its affiliates from any claim, investigation, fine, or penalty arising out of or related to (i) any Recording or (ii) Subscriber’s failure to obtain required notice or consent.
4.6.5 Survival. Subscriber’s obligations under this Section 4.6 survive any termination or expiration of the Agreement.

5. OWNERSHIP & PROPRIETARY RIGHTS

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 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 may revise fees upon reasonable notice. Fees remain fixed during your initial subscription term unless otherwise specified in your Order.

6.2 Automatic Renewals. Unless your Order provides otherwise, your subscription renews automatically at the end of each billing cycle, and you authorize Newton to charge your payment method for each renewal.

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

6.4 Taxes and Surcharges. All fees are exclusive of applicable taxes or surcharges. You are responsible for paying them. Newton will collect taxes if required by law and add them to your invoice.

6.5 Payment Method. You must provide a valid payment method and keep it current. All fees, once paid, are non‑refundable unless required by law or otherwise stated in these Terms.

6.6 Past‑Due Payments and Cancellations. Newton may deactivate or terminate your Account if you fail to pay fees when due. You must cancel your subscription at least thirty (30) days before the next billing cycle to avoid further charges. If you have an Order with a fixed term, no refunds are given for early cancellation.

7. TERM & TERMINATION

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

7.2 Termination for Convenience. Either party may terminate these Terms upon thirty (30) days’ written notice, unless your active Order states otherwise.

7.3 Termination for Cause. Either party may terminate these Terms for cause if (a) the other party materially breaches and fails to cure within thirty (30) days of written notice, or (b) the other party becomes insolvent or files for bankruptcy.

7.4 Effects of Termination. Upon termination, you must stop using the Service, cease representing yourself as a Newton customer, and pay any outstanding fees within thirty (30) days.

7.5 Return or Deletion of Subscriber Data. Upon expiration or termination, Newton may retain Subscriber Data as permitted by the BAA, DPA, or Privacy Policy. You may request return or deletion of Subscriber Data; additional fees may apply.

8. CONFIDENTIALITY

8.1 Definition. “Confidential Information” means any non‑public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that should reasonably be understood as confidential, including Newton Materials and Subscriber Data.

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

8.3 Exceptions. Confidential Information does not include information that (a) becomes public without breach, (b) was lawfully received from a third party without confidentiality obligations, or (c) was independently developed without reference to the Confidential Information.

8.4 Injunctive Relief. A breach of confidentiality or unauthorized use of intellectual property may cause irreparable harm. The injured party may seek equitable relief in addition to any other remedies.

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, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT. NEWTON DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR‑FREE.

9.3 AI Output / No Medical or Legal Advice. Any content, recommendations, or analyses generated by the Service’s artificial‑intelligence features (“AI Output”) are automatically generated and may contain errors. AI Output is provided for administrative and informational purposes only and is not medical, dental, legal, or financial advice. You are solely responsible for reviewing AI Output and for any decisions or actions taken in reliance on it.

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 PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF NEWTON AND ITS AFFILIATES ARISING 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 U.S. DOLLARS (US $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 breach of any representation, warranty, or obligation under these Terms, (b) your violation of any Applicable Laws, or (c) any claim by a third party that Subscriber Data infringes or misappropriates any third‑party intellectual‑property or privacy right. The obligations in Section 4.6.4 are in addition to, and not in limitation of, your obligations under this Section 11.

12. GOVERNING LAW; DISPUTE RESOLUTION

12.1 Governing Law. These Terms are governed by the laws of the State of Delaware, without regard to conflict‑of‑laws principles. Any claim or dispute arising 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. 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 the parties agree otherwise in writing. Each party shall bear its own costs and expenses, and the arbitrator’s decision may be entered in any court of competent jurisdiction.

12.3 Class‑Action / Jury‑Trial Waiver. ALL CLAIMS MUST BE BROUGHT IN AN 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 may 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 may discontinue them at any time without liability.

13.3 Notices. Notices regarding your Account or legal matters (for example, changes to these Terms) may be sent electronically (for example, 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 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 and Severability. Failure to enforce any 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, together with any Ancillary Terms and any applicable Order, constitute 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 and signed by both parties or made by Newton as provided in these Terms.

13.7 Time Limits on Claims. 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.

13.8 Export‑Control and Sanctions Compliance. Subscriber shall not export, re‑export, transfer, or otherwise make available the Service or any technical information in violation of U.S. export‑control or economic‑sanctions laws administered by the U.S. Department of Commerce, the U.S. Department of State, or the Office of Foreign Assets Control (OFAC), and Subscriber represents that it is not named on any U.S. government denied‑party list.

© 2025 Hemingway AI, Inc. dba Newton. All rights reserved.