DESIGNFLOW™ SUBSCRIPTION

MEMBERSHIP AGREEMENT

Effective Date: January 1, 2026

SECTION 1 — OVERVIEW

This DesignFlow Membership Agreement (“Agreement”) governs the relationship between Newton LLC ("The Newton Agency", "TNA", or "Newton Agency") and the subscribing client (“Client”).

By purchasing, subscribing to, or using DesignFlow services, the Client agrees to be bound by the terms of this Agreement.

SECTION 2 — MEMBERSHIP & SUBSCRIPTION STRUCTURE

DesignFlow is offered as a membership-based creative service billed through a recurring subscription.

By enrolling in DesignFlow, the Client authorizes automatic recurring billing according to the selected membership tier until cancellation occurs in accordance with this Agreement.

Client acknowledges that DesignFlow operates as an ongoing service relationship and not as a one-time project engagement.

SECTION 3 — SERVICES

DesignFlow Membership

DesignFlow provides ongoing branding, marketing, design, and creative services delivered through The Newton Agency’s proprietary DESIGNFLOW™ workflow system.

Services are delivered through structured design requests managed within TNA’s internal project management systems.

Branding Packages

Brand strategy and identity services may be delivered through structured phases depending on the Client’s membership tier and scope.

SECTION 4 — PAYMENT TERMS

Monthly Billing

Subscriptions are billed monthly in advance via Stripe.

Auto-Renewal

Subscriptions automatically renew on a month-to-month basis unless canceled under this Agreement.

Non-Refundable Payments

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

Services are creative and delivered on a rolling basis.

Service Suspension

Services may be suspended if payments become overdue.

Late Payments

Past-due balances may accrue interest at 1.5% per month or the maximum permitted by law.

No Chargebacks

Client agrees not to dispute charges through Stripe or any payment processor.

Chargebacks constitute a material breach and immediately terminate all licenses granted to the Client.

SECTION 5 — DESIGNFLOW REQUEST STRUCTURE

Definition of a Design Request

A design request is a discrete creative task that can reasonably be completed within a standard design workflow.

Examples include:

• logo refinement
• packaging iteration
• marketing graphic
• social media design
• website page layout
• presentation slide design

Reasonable Scope

While DesignFlow allows unlimited requests, each request must remain reasonable in scope and consistent with typical design studio deliverables.

Projects requiring extensive development, engineering, external vendors, or large-scale production may require separate agreements.

The Newton Agency reserves the right to prioritize requests based on complexity, scope, and production time.

Large requests may be divided into smaller deliverables to maintain workflow efficiency.

Phased Workflow

Branding projects typically follow structured phases:

• Brand Strategy
• Brand Identity (logo suite, color systems, typography)
• Brand Asset Development
• Marketing Collateral
• Website Design

Requests may be broken into smaller tasks to maintain workflow efficiency.

SECTION 6 — ADD-ON SERVICES

Certain services fall outside the scope of DesignFlow and may require separate agreements or additional fees.

Examples include:

• social media management
• video production
• photography
• animation or motion graphics
• influencer marketing
• paid advertising management
• advanced website development

SECTION 7 — CANCELLATION & MEMBERSHIP CHANGES

Cancellation

Clients may cancel at any time with 30 days written notice sent to:

hello@thenewtonagencystudio.com

Services remain active during the notice period and billing continues.

All payments remain non-refundable.

After Cancellation

Upon cancellation:

• active requests close
• incomplete work is forfeited
• access to internal systems ends

Clients must download deliverables before closure.

Project files may be permanently deleted 48 hours after cancellation.

Tier Changes

Clients may upgrade or downgrade membership tiers with 30 days written notice.

SECTION 8 — WEBSITE RESPONSIBILITIES

Clients are responsible for all third-party services required to operate websites including:

• domain registration
• hosting
• CMS subscriptions (Wix Studio, Shopify, Squarespace, Framer)
• plugin licenses
• integrations
• font licenses
• stock imagery
• icon libraries
• analytics tools

TNA is not responsible for outages or platform changes.

SECTION 9 — THIRD-PARTY ASSET LICENSING

Clients are responsible for obtaining licenses for third-party assets including:

• fonts
• stock imagery
• icon libraries
• audio or music
• plugins
• templates

Clients must either purchase licenses directly or reimburse TNA.

TNA is not responsible for maintaining or renewing third-party licenses.

SECTION 10 — INTELLECTUAL PROPERTY

All creative work produced by TNA remains the exclusive intellectual property of The Newton Agency unless explicitly transferred.

Clients receive licenses to use deliverables, not ownership.

Ownership of intellectual property is not transferred unless expressly stated in a written Asset Transfer Option (ATO) agreement.

No rights are granted by implication.

SECTION 11 — ASSET TRANSFER OPTION (ATO)

Ownership transfer may apply to finalized assets including:

• logo suites
• brand marks
• packaging designs
• finalized website design layouts

Ownership transfers only through a written Asset Transfer Option (ATO) agreement.

All other creative work remains the property of TNA.

SECTION 12 — CREATIVE CONCEPT PROTECTION

All concepts, frameworks, development ideas, and strategic directions presented by TNA remain the intellectual property of The Newton Agency.

Clients may review these ideas for discussion purposes only.

Commercial execution requires written authorization.

SECTION 12A — CONCEPT EXECUTION & DESIGN REPLICATION

Concepts, visual directions, creative systems, and design approaches developed by The Newton Agency are part of The Newton Agency’s proprietary creative work.

Clients may not provide unfinished concepts, strategic frameworks, visual directions, or design explorations created by The Newton Agency to third-party designers, agencies, or vendors for the purpose of replicating, modifying, completing, or extending the work without written authorization.

Any attempt to reproduce, replicate, reverse engineer, recreate, or derive substantially similar work from The Newton Agency’s concepts, visual systems, or creative frameworks without authorization constitutes unauthorized use of intellectual property.

If the Client wishes to execute or develop such concepts outside of The Newton Agency, a separate licensing agreement or Asset Transfer Option may be required.

SECTION 13 — LICENSE TYPES

E-RM License

Permits branding and marketing use on client-owned channels only.

Does not permit resale, merchandise, or product manufacturing.

Commercial License

Permits monetized use including:

• packaging
• merchandise
• advertising campaigns
• product sales

SECTION 14 — LICENSE TERM

Licenses remain valid while the subscription is active.

After cancellation:

Standard license usage continues for six (6) months.

Commercial license usage continues for twelve (12) months.

After expiration, the Client must renew the license, purchase extended licensing, or execute an Asset Transfer Option.

License duration begins from the date the asset was created, not from any future subscription renewal.

SECTION 15 — SOURCE FILES & TEMPLATES

Clients receive finalized deliverables only.

Editable source files are not included by default.

TNA may optionally provide editable templates for limited client use.

Templates do not transfer ownership of design systems or artwork.

Clients may not resell, distribute, license, or publish design assets created by The Newton Agency as standalone templates, digital assets, or downloadable resources without written authorization.

SECTION 16 — DESIGN TOOLS & TECHNOLOGY

The Newton Agency utilizes a variety of modern design tools, technologies, and production systems as part of its professional creative workflow.

These tools may include industry-standard software, automation technologies, and emerging digital tools that assist with research, workflow efficiency, or technical production.

All final deliverables produced by The Newton Agency are original creative works developed, directed, curated, and finalized by The Newton Agency.

The Newton Agency maintains full creative control and professional oversight over all work prior to delivery.

The use of tools within the internal workflow does not alter originality, ownership, licensing rights, or payment obligations.

SECTION 17 — TOOL NEUTRALITY

The tools, technologies, or processes used to create deliverables do not affect ownership or licensing rights under this Agreement.

SECTION 18 — PROJECT TIMELINES

All timelines are estimates only.

Project speed depends on client responsiveness, approvals, and scope.

Responsive clients may complete a brand identity project within approximately 90 days, though timelines are not guaranteed.

SECTION 19 — CONFIDENTIALITY

All strategies, concepts, and materials shared by TNA are confidential.

Clients may not disclose or distribute these materials outside the scope of the engagement.

SECTION 20 — INDEMNIFICATION

Client agrees to indemnify and hold harmless The Newton Agency from claims arising from materials, content, or information supplied by the Client.

SECTION 21 — LIMITATION OF LIABILITY

TNA’s liability shall not exceed the total fees paid during the active subscription period.

SECTION 22 — FORCE MAJEURE

TNA is not responsible for delays caused by events outside its control including illness, natural disasters, outages, or emergencies.

SECTION 23 — INDEPENDENT CONTRACTOR

TNA operates as an independent contractor and not as an employee or partner of the Client.

SECTION 24 — ELECTRONIC COMMUNICATIONS

Client agrees that electronic communications satisfy any legal requirement for written communication.

SECTION 25 — DIGITAL ACCEPTANCE

By subscribing to DesignFlow, the Client acknowledges that they have read and agree to this Agreement.

Electronic acceptance through website signup, Stripe subscription, or digital confirmation constitutes a legally binding agreement.

SECTION 26 — ENTIRE AGREEMENT

This Agreement represents the entire understanding between the parties and supersedes prior discussions.

SECTION 27 — SEVERABILITY

If any provision is found unenforceable, the remaining provisions remain valid.

SECTION 28 — GOVERNING LAW

This Agreement is governed by the laws of Wyoming.

Disputes will be resolved through binding arbitration in Wyoming.

SECTION 29 — UPDATES TO AGREEMENT

The Newton Agency reserves the right to update or modify this Agreement at any time.

The most current version will be available on The Newton Agency website.

Material updates may be communicated to Clients electronically.

Continued use of DesignFlow services after updates constitutes acceptance of the revised Agreement.

If a Client does not agree to the updated terms, the Client may cancel their membership in accordance with this Agreement.

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