The Newton Agency (TNA)

designflow Subscription MEMBERSHIPs Agreement​​

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Effective Date: JAN 1, 2025

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SECTION 1: GENERAL TERMS FOR ALL SUBSCRIPTIONS

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SERVICES COVERED

DesignFlow Membership:

• Monthly branding, marketing, and graphic design services tailored to your ongoing business needs.

Branding Packages:

• Standalone brand strategy and identity development delivered in distinct phases.

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PAYMENT & BILLING

• All subscriptions are billed monthly via Stripe.

• Payments are non-refundable, non-exchangeable, and non-transferable.

• Payment is due in advance each billing cycle.

• Deliverables are only provided if payments are current. If payment fails or is delayed, service is immediately paused.

 

CANCELLATION & PAUSING

Cancellation:

• You may cancel at any time. Services continue until the end of the current billing period.

• Trello boards and project files are deleted 48 hours after cancellation. It is your responsibility to download all final deliverables.

• Cancellation forfeits access to all in-progress or incomplete deliverables unless the subscription is reactivated or outstanding work is invoiced separately.

• No refunds will be issued under any circumstances.

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Pausing (Non-Corporate Only):

• Pausing is only available upon written request and approval.

• Paused accounts are allowed a maximum of 60 days from the initial pause date.

• After 60 days, all Trello boards and files are permanently deleted.

• A reactivation fee may apply if restoration is requested.

• Corporate clients are not eligible for pausing under any circumstance.

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SECTION 2: INDIE BRAND MEMBERSHIP TIERS

For boutique businesses, independent studios, and funded early-stage startups.

 

INDIE STANDARD MEMBERSHIP — $2,599/month

• One (1) active design request at a time

• Unlimited revisions (within scope)

• Average 48-hour turnaround on standard requests

• E-RM License included

  • Use permitted for branding on websites, organic social media, and internal documents

  • Does not permit use in advertising, packaging, paid media, or for-profit campaigns

 

INDIE PREMIUM MEMBERSHIP — $4,999/month

• Two (2) active design requests at a time

• Unlimited revisions (within scope)

• Average 48-hour turnaround on standard requests

• Commercial License included

  • Permits marketing campaigns, product packaging, and monetized use of design assets

 

LICENSING TERMS FOR INDIE BRANDS

• Commercial usage is valid only during active subscription.

• Upon cancellation, the commercial license reverts to E-RM after twelve (12) months.

• Continued commercial use beyond that period requires re-licensing.

• Licensing fee is based on:

  • The value of the assets

  • Scope of intended use (digital, print, merchandise, etc.)

  • Client revenue and brand scale

To request extended commercial usage or to purchase licensing post-cancellation, email: hello@thenewtonagencystudio.com or submit a request on your Trello board.

 

SECTION 3: CORPORATE MEMBERSHIP TIERS

For corporations, enterprise clients, growth-stage startups, and funded brands.

 

CORPORATE STANDARD MEMBERSHIP — $4,999/month

• One (1) active design request at a time

• Unlimited revisions

• Average 48-hour turnaround

• Includes E-RM License

  • Branding and internal use only

 

CORPORATE PREMIUM MEMBERSHIP — $6,999/month

• Two (2) active design requests at a time

• Unlimited revisions

• Average 48-hour turnaround

• Includes Commercial License

  • Use permitted for sales campaigns, advertising, brand packaging, and all monetized brand channels

 

Please note: If social media content is a priority, clients are expected to allocate one of their active request lanes toward it. TNA does not prioritize social content delivery unless actively requested within the available slots.

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CORPORATE PRICING STRUCTURE

• Following a brand’s onboarding and initial trial period, clients operating as corporations or enterprise-level businesses will automatically transition to Corporate tier pricing unless otherwise agreed in writing.

 

LONG-TERM DISCOUNT OPTIONS

• 3-month commitment: 5% off

• 6-month commitment: 10% off

• 12-month commitment: 15% off

 

CORPORATE LICENSING TERMS

• Commercial licensing is included only during the active subscription period.

• Upon cancellation, clients retain commercial rights to all finalized and paid-for rasterized deliverables (e.g., JPG, PNG, PDF).

• No additional licensing fees are required for these completed assets unless otherwise noted.

 

OWNERSHIP & TRANSFER TERMS

• The Newton Agency retains full ownership of all artwork, concepts, and master files.

• Clients do not own or have rights to:

  • Source design files (AI, PSD, INDD)

  • Custom templates

  • Font licenses

  • Production systems or tools

  • Any unused or in-progress work at the time of cancellation

 

BILLABLE CONCEPTS CLAUSE

• If a client uses or publishes any preliminary concept—such as a logo, tagline, layout, or visual style—TNA reserves the right to invoice separately for that usage if it was not previously completed under an active subscription.

 

CORPORATE MEMBERSHIP PAUSING POLICY

• Pausing is not permitted under any circumstance.

• Delays, inactivity, or internal changes do not qualify for billing exceptions or refunds.

• Full-term payment is required to maintain access and licensing.

 

SECTION 4: LICENSING DEFINITIONS

E-RM License (Exclusive Rights-Managed)
Allows the client to use finalized work for non-commercial branding only (website, social media, internal). Does not permit advertising, resale, or distribution.

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Commercial License
Grants the client the right to use finalized deliverables for monetized brand activities, including but not limited to:

• Paid advertising (digital, print, broadcast)

• Product packaging and in-store branding

• Branded merchandise and apparel for resale

• E-commerce listings and product visuals

• Campaign graphics, lead generation, and promotional funnels

• Social media advertising and paid influencer content

This license permits commercial distribution of the finalized rasterized files (e.g., JPG, PNG, PDF) created by TNA.

Note: The Commercial License does not include ownership or access to editable source files (AI, PSD, INDD, etc.), templates, or internal creative systems unless an Asset Transfer Option (ATO) is separately executed.

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Editorial License (Available Upon Request)
Required for published media use such as:

• Press kits

• Magazine features

• Interviews

• Public or syndication channels

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Asset Transfer Option (ATO) (Available Upon Request)
Allows full ownership transfer of master design files, editable templates, and original artwork. Requires separate written agreement and licensing fee.

 

SECTION 5: BRANDING PACKAGES

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BRANDING PACKAGES FOR INDIE BRANDS

Branding services for indie clients are available to all DesignFlow Indie Members (Standard or Premium). Scope and depth will be determined based on client needs, subscription tier, and available request bandwidth.

Includes (based on scope and membership level):

• 1 Logo Concept + 1 Revision

• Primary Logo, Secondary Logo, Brandmark

• Color Palette & Font Pairing

• 3–5 Custom Brand Graphics (e.g., business card, social templates, packaging sketch)

• Mini Brand Manual (PDF format)

 

Additional concepts, badge variations, or extended brand collateral may be developed with an upgraded plan, multi-month subscription, or upon written agreement.

 

Logo and identity development generally requires 4–8 weeks from concept to completion depending on feedback response time.

Source files and ownership are not included by default. To purchase full editable files, request an Asset Transfer Option (ATO).

 

BRANDING PACKAGES FOR CORPORATE CLIENTS

Full brand identity development is available to Corporate Premium Members only. Corporate clients on Standard tier must upgrade to Premium or purchase a separate Branding Package.

Available only with Corporate Premium Membership ($6,999/month):

Includes:

• Brand Discovery Session (via intake or optional call)

• 2–3 Logo Concepts + 2 Rounds of Refinement

• Full Logo Suite

  • Primary + Secondary Logos

  • Brandmarks

  • Up to 5 Badge Variations

• Custom Color System + Typography Family

• 5–8 Branded Assets (e.g., pitch decks, packaging, templates, print or social design)

• Full Brand Identity Manual (PDF format)

 

Logo development and full identity packages typically require 6–12 weeks. Timeline depends on project complexity and client responsiveness.

 

Ownership Note:
Rasterized final files (PDF, PNG, JPG) are included. Master design files (AI, PSD, etc.) are not included by default. Clients must request and license full source files via a separate Asset Transfer Option (ATO) agreement.

 

BRAND MANUAL BIBLE

When both Brand Strategy and Brand Identity packages are completed, TNA provides a consolidated Brand Manual Bible, including:

• Messaging Pillars

• Audience & Tone Guidelines

• Full Visual System

• Logo Usage Rules

• Brand Color & Typography Reference

• Asset Application Examples

 

SECTION 6: GENERATIVE AI TOOLS

TNA may incorporate advanced creative technologies, including generative tools, into the design process where appropriate. All final deliverables reflect human oversight and intentional design decisions. Clients are solely responsible for ensuring that all materials—regardless of how they were produced—comply with applicable copyright, advertising, and regulatory laws in their region or industry. TNA disclaims all liability for third-party claims or legal issues arising from the use of generative content in commercial or public-facing applications. As legal frameworks around generative content evolve, TNA reserves the right to revise this policy accordingly.

 

SECTION 7: TRELL0 USAGE & FILE HANDLING

• Trello is the exclusive platform for managing communication, file delivery, feedback, and design requests.

• Clients are responsible for downloading all completed work.

• TNA is not responsible for lost deliverables or project delays caused by client inactivity.

• All work requests must go through trello. 

 

SECTION 8: LIMITATIONS OF LIABILITY

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

 

SECTION 9: FORCE MAJEURE

The Newton Agency shall not be held liable for delays, non-performance, or failures caused by events beyond its control, including but not limited to:

• Natural disasters

• Government restrictions

• Technological outages

• Cyberattacks

• Labor disruptions

• Pandemics

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Service timelines may be adjusted or suspended accordingly.

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SECTION 10: HOLIDAYS & CREATIVE BREAKS

The Newton Agency observes the following U.S. holidays and will be offline during these periods:

• New Year’s Day (January 1)

• Easter Weekend (Friday–Sunday)

• Thanksgiving Day and the following Friday

• Christmas Eve and Christmas Day (December 24–25)

TNA may also take additional creative breaks, wellness days, or seasonal rest periods as needed to preserve creative quality and team performance.

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In the event of personal illness, medical leave, or unforeseen emergencies, operations may be temporarily paused. In such cases, TNA will notify clients as promptly as possible via Trello or email and work to realign timelines accordingly.

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TNA will always provide advance notice for planned time off and will proactively manage projects to ensure client needs are met. Our team will coordinate timelines, deliverables, and communication in advance of any known breaks to minimize disruption. Short breaks (up to 5 business days) or emergency closures do not qualify for refunds, billing adjustments, or paused subscription periods unless agreed upon in writing.

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By subscribing, clients acknowledge and accept the possibility of minor service interruptions due to human or health-related causes and agree to work collaboratively with TNA to navigate such instances.

 

SECTION 11: WORKING HOURS & TURNAROUND

TNA strives for an average 48-hour turnaround for standard requests. However:

• Turnaround applies to standard scope revisions and graphic updates.

• Larger brand deliverables or complex creative work may take longer.

• TNA provides consistent progress updates every 48 hours on active projects.

• Delays in feedback, missing materials, or slow communication may affect delivery timelines.

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TNA reserves the right to update and change our terms and policy without writing or warning. ​​​​

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Website Development

INDIE BRANDS

Terms & Conditions

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Effective Date: Jan 1st 2025

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(Effective Date: January 1, 2025
(Applies exclusively to WIX & WIX Studio websites developed under The Newton Agency’s DesignFlow Membership)

This agreement outlines the terms and conditions for website design and development services provided by The Newton Agency (TNA). By engaging with these services, the client (“Client”) agrees to the following terms:

 

1. DESIGNFLOW SUBSCRIPTION REQUIREMENT

Website development is only offered as part of an active DesignFlow subscription (Standard or Premium).
TNA does not offer standalone web development services. Subscriptions must be active for the duration of the project.

If a subscription is canceled or paused, all website work will pause immediately. Pausing is not permitted for Corporate clients.

 

2. BRANDING IS REQUIRED PRIOR TO WEBSITE DEVELOPMENT

TNA only develops websites for brands with completed brand foundations, including:

• Brand Strategy: Messaging pillars, tone of voice, brand positioning, mission, and tagline

• Brand Identity: Logo suite, typography, color palette, and brand visuals

If branding is not complete, the client must go through brand development within DesignFlow prior to starting website design.

 

3. WEBSITE SCOPE

All websites are developed exclusively on WIX or WIX Studio.

Standard Build Includes:

• Up to 5 pages (e.g., Home, About, Portfolio, Contact, Inquiry Form)

• Custom graphics and content developed within DesignFlow

• Basic SEO setup (titles, alt text, meta descriptions, indexing)

Additional Features:
Additional pages, custom layouts, and e-commerce functionality can be developed through DesignFlow but will extend project timelines accordingly.

 

4. E-COMMERCE DEVELOPMENT

TNA offers e-commerce development using WIX tools. This includes:

• Product uploads (images, descriptions, variations)

• Pricing & checkout setup

• Payment gateway configuration

• Cart testing and product settings

Important:
Clients must provide all product details and assets in a timely manner. For shops with 10+ products, additional development time will be required for optimization and testing.

 

5. WEBSITE TIMELINE

Standard website development typically requires 2–3 months, depending on:

• Project complexity

• Client feedback and turnaround time

• Number of revisions and additional pages requested

TNA designs and refines each page sequentially to ensure consistency and brand alignment.

 

6. MAINTENANCE & POST-LAUNCH SUPPORT

Ongoing website maintenance is available only for active DesignFlow subscribers. This includes:

• Text/image updates

• Product additions or edits (if e-commerce)

• Basic SEO adjustments

• Minor layout changes

If the subscription is canceled or paused, post-launch support also pauses.

 

7. ADDITIONAL SERVICES

Upon request and subject to scope, TNA may support:

• Email marketing (via WIX tools)

• Blog posting & content management

These services are only offered to active subscribers with ongoing website support.

 

8. PAYMENT TERMS

All payments follow DesignFlow subscription terms:

• No standalone website invoices

• No deposits required unless DesignFlow onboarding applies

• Canceling or pausing a subscription halts all work immediately

 

9. CLIENT RESPONSIBILITIES

Clients must:

• Provide timely feedback, approvals, and required assets

• Respond to drafts and deliverables in a reasonable timeframe

• Supply all legally approved or licensed content (text, images, videos)

• Maintain their own WIX account, hosting, and plan

TNA is not responsible for hosting, domain purchases, WIX billing, or customer service.

 

10. LIMITATION OF LIABILITY

TNA is not liable for:

• WIX platform outages or feature limitations

• Downtime, plugin conflicts, or third-party tool errors

• Loss of access due to client-side issues, including expired accounts or security breaches

Clients are responsible for maintaining login credentials and any additional fees related to third-party features, font licensing, or premium assets.

 

11. HOLIDAYS, BREAKS & EMERGENCIES

TNA observes the following U.S. holidays:

• New Year’s Day

• Easter Weekend

• Thanksgiving (Thursday + Friday)

• Christmas Eve and Day

Creative breaks or team wellness pauses may also occur. TNA will provide ample notice and manage project timelines accordingly.

In the event of illness, medical leave, or unforeseen emergencies, TNA will notify clients promptly and adjust timelines as needed. These pauses do not qualify for refunds or billing extensions unless otherwise agreed in writing.

 

12. DEPOSIT & CANCELLATION POLICY

A non-refundable deposit may be required to hold a spot in our schedule. This deposit will be applied to the first subscription month or project balance.

• Deposits are non-refundable under any circumstance

• Deposits may be held as credit for up to 90 days

• After 90 days, the deposit expires

• Canceling prior to project start forfeits the deposit

 

13. PAUSING POLICY

Pausing must be pre-approved by TNA. If granted:

• Maximum pause duration is 60 days

• Trello boards will be deleted after that period

• A reactivation fee will apply to resume services

Corporate clients are not eligible for pausing.

 

14. AGREEMENT ACKNOWLEDGMENT

By subscribing to DesignFlow and initiating website services, the Client acknowledges and agrees to the terms set forth herein.

For questions or support, contact hello@thenewtonagencystudio.com. 

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