DESIGNFLOW™ SUBSCRIPTION

MEMBERSHIP AGREEMENT

Effective Date: January 1, 2025

 

SECTION 1: GENERAL TERMS FOR ALL SUBSCRIPTIONS

Services Covered

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DesignFlow Membership

Ongoing monthly branding, marketing, design, and creative services delivered through The Newton Agency’s proprietary DESIGNFLOW™ system.

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Branding Packages

Standalone brand strategy and brand identity development delivered in defined phases, subject to scope, tier, and availability.

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Payment & Billing

 

Monthly Billing

All subscriptions are billed monthly in advance via Stripe.

 

Auto-Renewal

Memberships renew month to month until properly canceled in writing.

 

Non-Refundable

All payments are non-refundable, non-exchangeable, and non-transferable.

 

Service Suspension for Non-Payment

Deliverables are provided only when payments are current. Failed or delayed payments result in immediate service suspension.

 

Late Payments

Past-due balances may accrue interest at 1.5% per month or the maximum permitted by law, plus reasonable collection and attorney fees.

 

No Chargebacks

Client agrees not to dispute charges with any payment processor. All services are digital, custom, and delivered on a rolling basis. Chargebacks constitute a material breach and immediately terminate all licenses and access.

 

SECTION 2: INTAKE & COMMUNICATION REQUIREMENTS

Onboarding Forms

Clients must complete all required intake forms, brand questionnaires, and discovery documents provided by TNA. These materials establish creative direction, brand benchmarks, and project scope.

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Clients must also upload any existing brand materials that help articulate their vision and current brand state, including moodboards, brand or design manuals, visual references, prior creative assets, and competitive examples. These materials inform where the brand is and where the Client intends to take it.

Failure to provide complete and accurate intake materials may delay or compromise deliverables. If a Client elects to proceed without supplying required materials, TNA makes no guarantees regarding creative alignment, strategic accuracy, or outcomes.

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Communication Protocol

Trello and Figma are the exclusive systems of record for all communication, requests, feedback, approvals, and file delivery.

Feedback or approvals provided outside Trello or Figma are not considered official and will not be tracked or executed.

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Clients are responsible for maintaining communication within Trello to ensure accuracy, documentation, and scope control.

 

SECTION 3: CANCELLATION & PAUSING

Cancellation

Client may cancel at any time with at least twenty-eight (28) days’ written notice.

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Service continues through the current billing period. No refunds are issued.

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All Trello boards, project files, and assets are permanently deleted forty-eight (48) hours after cancellation. Client is responsible for downloading final deliverables prior to deletion.

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Any work not fully completed and delivered at the time of cancellation is forfeited and not owed.

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Pausing

Pausing is not offered for Corporate memberships.

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Indie memberships may request a pause with written approval. Maximum pause duration is sixty (60) days. After this period, all project materials are deleted. Reactivation fees may apply.

 

SECTION 4: MEMBERSHIP TIERS

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Indie Standard — $2,699/month

One active request at a time

Unlimited revisions within scope

Revisions and quick edits average 48 hours

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E-RM License

Branding, marketing, and advertising on client-owned channels only

No editorial publication, packaging, resale, or third-party distribution

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Indie Premium — $3,999/month

Two active requests

Unlimited revisions within scope

Revisions and quick edits average 48 hours

Commercial License included

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Corporate Standard — $4,999/month

One active request

Unlimited revisions

Revisions and quick edits average 48 hours

E-RM License

Branding and internal use only

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Corporate Premium — $6,999/month

Two active requests

Unlimited revisions

Revisions and quick edits average 48 hours

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Commercial License included

Advertising, packaging, monetized use permitted

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Initial concept timelines vary by scope and complexity. Revisions and quick edits average 48 hours. Social content requires allocation of an active request slot.

 

SECTION 5: LICENSING & OWNERSHIP

All concepts, creative ideas, strategies, artwork, designs, systems, frameworks, templates, source files, and intellectual property created by The Newton Agency remain the exclusive property of TNA.

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Clients are granted limited usage licenses only for finalized, approved deliverables, as defined by their active membership tier. No ownership is transferred unless expressly agreed in writing.

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Licensed Use Only

All deliverables are licensed for use, not sold. Rights granted are limited to the license associated with the Client’s membership tier and apply only to finalized deliverables approved by TNA.

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E-RM License (Exclusive Rights-Managed)

Permits use of finalized deliverables for branding, marketing, and advertising on client-owned and client-controlled channels, including websites, organic and paid social media, presentations, and marketing materials.

Does not permit editorial publication, resale, product manufacturing, packaging, merchandising, or third-party distribution.

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Commercial License

Permits monetized and revenue-generating use, including advertising, marketing campaigns, packaging, merchandise, paid media, promotional distribution, and editorial print or digital publication.

Commercial usage is granted only under Premium memberships or separate written agreement.

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License Term & Post-Cancellation Use

All licenses are valid only while the subscription is active.

Upon cancellation, licensed use may continue for six (6) months. After this period, all usage rights expire unless renewed through an additional Commercial License term or an Asset Transfer Option.

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Any use beyond the post-cancellation license period without renewal constitutes unauthorized use.

 

Preliminary & Unpublished Work

All drafts, explorations, concepts, and unpublished work remain the exclusive property of TNA. Use or publication without written authorization constitutes a material breach and may be billed separately.

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Source Files & Ownership Transfer

Editable source files, master artwork, systems, and templates are not included by default.

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Ownership or expanded rights require a separately executed Asset Transfer Option (ATO) and additional fees. All rights not expressly transferred remain with TNA.

 

SECTION 6: BRANDING PACKAGES

Branding services are available only to active DesignFlow members.

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Estimated Timelines

Phase 1: Strategy

Premium: 4–6 weeks

Standard: 6–8 weeks

 

Phase 2: Identity

Premium: 6–8 weeks

Standard: 8–12 weeks

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Timelines depend on Client responsiveness.

 

SECTION 7: LIMITATION OF LIABILITY

TNA’s total liability for any claim shall not exceed the total fees paid during the active subscription term.

 

SECTION 8: FORCE MAJEURE

TNA is not liable for delays, interruptions, or failures caused by events beyond reasonable control, including but not limited to illness, injury, personal emergencies, accidents, natural disasters, government actions, power outages, internet failures, labor disruptions, or acts of God.

Service timelines may be adjusted accordingly without penalty.

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SECTION 8A: WORKING HOURS, HOLIDAYS, AND TURNAROUND

TNA operates Monday through Friday, 9:00 AM to 4:00 PM (local TNA time), excluding U.S. federal holidays and scheduled studio closures.

TNA does not guarantee work output on weekends or holidays.

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The “48-hour” standard refers to revisions and quick edits on active requests during business days. New concepts, first drafts, and larger builds may require additional time based on scope, complexity, and the Client’s responsiveness.

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TNA may take short planned breaks or emergency closures. In those cases, timelines may shift without penalty or refund.

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SECTION 9: INTELLECTUAL PROPERTY & CONCEPT PROTECTION

All concepts, strategies, creative systems, and proprietary frameworks remain the exclusive intellectual property of TNA.

Clients may not replicate, present, or execute TNA concepts independently without written authorization.

These protections survive cancellation indefinitely.

 

SECTION 9A: CONCEPT & DEVELOPMENT RIGHTS

Any business concepts, venture ideas, development models, brand narratives, or strategic frameworks originated by TNA remain the exclusive property of TNA.

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Client is granted a limited license to present such concepts solely for evaluation or discussion.

Any commercial execution, monetization, or third-party use requires a separate written agreement, buyout, equity participation, or licensing arrangement.

 

SECTION 10: CONFIDENTIALITY

All materials, strategies, and creative outputs are confidential.

Client agrees not to disclose or use TNA materials outside the agreed scope.

 

SECTION 11: NON-SOLICITATION & NON-COMPETITION

Client agrees not to solicit or hire TNA personnel during the engagement and for five (5) years following termination.

If any restriction is unenforceable, it will be reduced to the maximum enforceable duration permitted by law.

 

SECTION 12: GOVERNING LAW & DISPUTE RESOLUTION

This Agreement is governed by Wyoming law. All disputes are resolved by binding arbitration in Wyoming. Class actions are waived.

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SECTION 12A: UPDATES TO TERMS

TNA may update or modify this Agreement at any time.

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Updates become effective when posted or provided to the Client in writing. Continued use of DesignFlow after an update constitutes acceptance of the revised terms.

 

SECTION 13: SURVIVAL

Sections concerning fees, licensing, ownership, confidentiality, non-circumvention, and dispute resolution survive termination.

 

Contact

hello@thenewtonagencystudio.com