Last Updated: 02/14/2017
This master subscription agreement is a legal agreement between you and NEWTON governing your use of the NEWTON platform, including any free trials. Please read this agreement carefully before authorizing.
By authorizing these terms of service and completing your registration, you indicate your acceptance of this agreement and agree to abide by the terms and conditions set out as follows;
Registration – you must be 19 years or older to register, and must provide complete and accurate information during the registration process, including a valid credit card number that you are authorized to use. If you are entering into this agreement on behalf of a business, you represent and warrant that you have the authority to bind such entity and its affiliates.
Free Trial – NEWTON may make all or part of the NEWTON system available to you “as is” and your end users on a trial basis free of charge. The Free Trial shall begin when you receive access to the system, and shall terminate when the subscription terms commence or your notice is provided to discontinue access prior to the agreed upon subscription effective start date.
Term and Termination – this agreement commences on the effective date and continues until notice to terminate is provided by you. You may cancel your subscription at any time by providing 60 days’ notice via the account management functions on NEWTON’s website. Upon cancelling your account, Newton will allow a 30 day grace period in which you will be able to reactivate your account and restore your data.
Termination for Cause – this agreement and/or any applicable scope of work may be terminated by either party for cause upon 30 days written notice of a material breach to the other party if such breach remains unresolved at the end of such period.
Support – support via email and phone is available in connection with a paid Subscription.
In simple terms we mean: Our accounts include a free trial and if you cancel your subscription with 60 days’ notice we may delete your data after 30 days. NEWTON is provided “as is” and support is provided only to paid accounts.
Fee Adjustments – NEWTON may give notice to a subscriber of adjustments to the fees, to commence no earlier than 60 days after the notice is given provided the subscriber will have the right to terminate prior to the fee adjustment. For annually prepaid subscriptions adjustments will be made at the end of your term.
Security Warranty – NEWTON or its licensors or hosting providers have implemented commercially reasonable efforts to ensure that your data will be maintained accurately and safeguarded as well as technical and physical controls to protect your data against destruction, loss, alteration, unauthorized disclosure to third parties or unauthorized access by employees or contractors employed by NEWTON, whether by accident or otherwise.
Third Party Applications/Providers – if you use NEWTON in connection with other third party products or services, we will not warrant or support that product or service. Also, if by integrating with a third party provider, you choose to provide them with access to your data, NEWTON will not be liable for any disclosure or breach of data resulting from granting access.
Acceptable Use – you shall use the NEWTON system for your internal business purposes as contemplated by this agreement. You are the sole owner of your data, we will access it only in order to help you solve a technical problem or if you request us to. You must comply with all of the data laws applicable to the type of data you store in Newton. In case you fail to secure your access passwords, NEWTON will not be responsible for any data breach or loss.
If you use NEWTON email integration, you will be responsible for the content of all communications. You must comply with all applicable laws and regulations related to such communication methods.
Limited Liability – our liability is limited to fees you paid for NEWTON in the previous 12 months
Subscription Fees – current fees are communicated on the NEWTON website. Except as otherwise noted all subscription fees are quoted in Canadian currency; are based on subscriptions purchased and not on actual usage; payment obligations are non- cancellable and subscription fees are non-refundable.
Overdue Payments – any payment not received by the due date shall accrue interest at a rate of 19.9% APR.
Suspension of Access – It your account is 10 days or more overdue (except with respect to charges then under reasonable and good faith dispute) in addition to other rights and remedies including termination rights set out in this agreement, NEWTON reserves the right to suspend your access until your account is brought up to date.
Taxes – you are responsible for all applicable sales and value added taxes. If NEWTON pays any such taxes on your behalf, you agree to reimburse NEWTON for such payment unless you provide NEWTON with a valid exemption document authorized by the appropriate taxing authority.
Proprietary Rights – the NEWTON system and all intellectual property rights, including the provision of support are owned or licensed by NEWTON. Except for the subscription granted, nothing in this agreement provides you any right, title or interest to the NEWTON system or related support. You shall not modify, translate, or create derivative works based on the Newton system; create any link to the NEWTON system or frame or mirror any content contained or accessible from the NEWTON system.
In simple terms we mean: we are working to build the next generation of software for you. Don’t copy it or try to reverse engineer it. The product and its intellectual property rights are either owned or licensed by us.
General Provisions – this is the entire agreement and no other scope of work documents, amendments or additions will take priority over this agreements terms. This agreement cannot be assigned, sublicensed or otherwise transferred without the prior written consent of the non-assigning party. The rights and obligations of the parties shall be governed in accordance with the laws of Ontario, Canada.