​

The Newton Agency (TNA) - Terms of Service (TOS)

 

1. Introduction Welcome to The Newton Agency (TNA). These Terms of Service govern your relationship with TNA regarding the use of our services, including branding, graphic design, art direction, content creation, next-generation (AI-generated) images, payments, licensing, and client communications. By engaging with TNA’s services, you agree to these terms.

 

2. Definitions "The Newton Agency (TNA)" refers to Newton LLC d/b/a The Newton Agency, a limited liability company (LLC) registered in Wyoming, and its affiliates. "Client" refers to the individual or business entity utilizing TNA’s services. "Contract" refers to the written agreement or scope of work (SOW) between TNA and the Client detailing the scope of services, fees, and deliverables. "Deliverables" refers to all creative outputs provided by TNA, including but not limited to branding assets, graphic designs, mockups, and content creation. "Services" refers to the branding, graphic design, art direction, content creation, and other creative services offered by TNA. "AI-Generated Content" refers to imagery, designs, illustrations, or other outputs generated by AI systems used by TNA. "IPR" (Intellectual Property Rights) refers to all copyright, design rights, trademarks, and other intellectual property related to the Services and Deliverables. "Fees" refers to the payments due for the services rendered by TNA as outlined in the Contract or SOW. "Licensing" refers to the terms governing the use of intellectual property created by TNA, including AI-generated content.

 

3. Services TNA provides branding, graphic design, and content creation services as outlined in individual Client contracts. These services include concept development, design iterations, and final asset delivery as specified in the SOW. AI-generated content is used at TNA’s discretion. Under current U.S. copyright laws, AI-generated works are not protected by traditional copyright, as they do not originate from human authorship. As such, TNA grants limited, non-commercial use licenses for any AI-generated images provided to the Client, and these images are solely for personal or internal business use. Commercial use is not permitted without a separate, express written license from TNA.

 

4. Payments and Fees Payments are due according to the payment schedule outlined in the SOW, independent of project milestones, deliverables, or phases. Payments are made for services rendered, including the time, effort, and expertise provided by TNA, not for the final deliverables. Payments must adhere to the dates specified in the payment schedule. A 50% deposit is required to commence work, with the remaining balance due as outlined in the payment schedule. All payments must be made regardless of project progression or the status of deliverables. Late payments will incur a 10% fee after 10 days, compounded weekly until payment is received. Failure to meet payment obligations may result in project suspension, withholding of deliverables, and potential legal action to recover the outstanding balance. If the Client fails to make payments as per the Contract, TNA reserves the right to pursue legal action. The Client is responsible for any legal fees, costs, and damages incurred by TNA in the process of recovering the owed amount. All branding materials, presentations, mockups, and creative assets remain the sole property of TNA until full payment is received. The Client will not receive any rights to use, modify, or distribute these materials until the final payment has been made.

 

5. Licensing and Ownership TNA offers the following licensing options: Art Transfer Ownership (ATO): Full ownership transfer of the final deliverables. The Client obtains all rights, including commercial rights, for unlimited use of the specified assets. Exclusive Rights Managed (E-RM): The Client is granted exclusive rights to use the deliverables for a specific purpose, territory, and time period, with restrictions on resale and modification. Commercial use is allowed under agreed terms. Exclusive Rights Managed Royalty-Free (E-RM-RF): The Client is granted exclusive rights with no royalty obligations for a specific term, territory, and usage. Commercial use is permitted without additional royalties. Personal Use License: For AI-generated and some branding assets, this license grants the Client rights for internal or personal use, without the ability to resell, modify, or redistribute the work. Upon full payment, TNA grants the Client a non-exclusive, non-transferable license to use the final deliverables solely for the purposes outlined in the Contract. This license does not grant ownership of the underlying intellectual property, and the Client is prohibited from reselling, distributing, or modifying any assets without express written permission. Under current law, AI-generated content does not qualify for traditional copyright protection. TNA grants personal or internal business use licenses only for AI-generated images. Commercial use is prohibited unless explicitly licensed by TNA. Unauthorized commercial use of any AI-generated content will result in immediate revocation of the usage rights and potential legal action.

 

6. Confidentiality and NDA During the course of working with TNA, the Client will have access to confidential information, including but not limited to business processes, strategies, designs, branding techniques, and communications (emails, messaging platforms, video calls, etc.). All such information is deemed confidential and protected under a Non-Disclosure Agreement (NDA). The Client agrees to keep all confidential information private and not to disclose, share, or distribute any such information to third parties without prior written consent from TNA. This includes access to TNA’s Client Portal, which is for the Client’s exclusive use and must not be shared. The confidentiality obligations will continue indefinitely, even after the completion or termination of the project.

 

7. Ownership of Client Portal Content The Client’s access to TNA’s Client Portal is for the duration of the project and limited to the Client’s internal use. All documents, guides, and materials within the portal are confidential and protected under the NDA. The Client agrees not to share, distribute, or replicate any documents, mockups, concept iterations, or other proprietary materials from the Client Portal.

 

8. Use of Concepts, Iterations, and Drafts Any designs, concepts, mockups, drafts, copywriting, or ideas not included in the Client’s final deliverables remain the sole property of TNA. The Client is prohibited from using or distributing these materials unless a new Scope of Work (SOW) or license agreement is established. Should the Client wish to use any concepts, drafts, or mockups not included in the final deliverables, they must obtain a new license agreement or sign a separate SOW with TNA.

 

9. Client Responsibilities The Client is responsible for ensuring that all payments are made on time according to the payment schedule outlined in the SOW. Payments must be made regardless of the completion status of the project or deliverables. The Client must provide timely feedback, materials, and approvals to facilitate the timely completion of the project. Delays caused by the Client may result in additional fees or project suspension. The Client is solely responsible for ensuring that any materials used for copywriting, marketing, advertising, or any other purposes comply with all applicable laws and regulations. This includes, but is not limited to, content created by TNA such as graphic designs, videos, AI-generated images, copywriting, branding materials, marketing collateral, and any other deliverables provided. TNA is not responsible for ensuring legal compliance with local, state, or federal laws regarding the Client's use of these materials. The Client should seek independent legal advice if necessary.

 

10. Termination TNA reserves the right to terminate the contract if the Client fails to comply with the Terms of Service, including non-payment or breach of the NDA. If the Client wishes to terminate the contract, they must do so in writing. The Client remains responsible for paying all services rendered up to the date of termination. Any termination beyond the concept phase will require full payment of the remaining balance under the SOW.

 

11. Governing Law and Dispute Resolution This agreement is governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of law principles. Any disputes arising from this agreement will first be resolved through good-faith negotiations. If these negotiations fail, disputes will be subject to binding arbitration in Laramie County, Wyoming.

 

12. Amendments TNA reserves the right to amend or update these Terms of Service from time to time. The Client will be notified of any significant changes, and continued use of TNA’s services after such changes will be considered acceptance of the new terms.

 

13. Entire Agreement These Terms of Service, along with any signed contracts or SOW agreements, represent the entire agreement between the Client and TNA, superseding any prior agreements, understandings, or discussions.

 

If you have any questions or concerns regarding these Terms of Service, please contact us at hello@thenewtonagencystudio.com. 

​

​

The Newton Agency Purchase Order Conditions

1. Definitions

​

The following meanings apply:

(a) "Newton LLC d/b/a The Newton Agency": Newton LLC d/b/a The Newton Agency and its US affiliates (as applicable).

(b) "Conditions": the terms and conditions set out in this document as amended from time to time in accordance with clause 2(b).

"Confidential Information" means all information relating to Newton LLC d/b/a The Newton Agency (or its affiliates) which is disclosed or obtained under or in connection with the Contract, whether or not designated as confidential information but which by its nature is confidential or should reasonably be considered as such, including without limitation any information relating to Newton LLC d/b/a The Newton Agency’s clients, employees, directors, artists, writers and any other persons or entities relating and/or connected to Newton LLC d/b/a The Newton Agency, but excluding information that is (otherwise than by breach of the Contract) in the public domain, in the lawful possession of the Supplier other than pursuant to disclosure from Newton LLC d/b/a The Newton Agency; and/or subsequently comes into the possession of the Supplier from a third party having the right to disclose the same.

(c) "Contract": the contract for the purchase of the Goods and/or supply of the Services of which these Conditions form a part, including, without limitation, any agreement, statement of work, schedule, or proposal, which shall include reasonably sufficient detail of services, deliverables, fees and costs, timelines, and any additional terms the parties mutually agree to include such as, without limitation, status report frequency, personnel listing, approved subcontractors, or service level agreements.

(d) "Goods": the goods or any part thereof agreed to be purchased as described in the purchase order, or otherwise agreed between Newton LLC d/b/a The Newton Agency and Supplier in writing, and any repaired, replaced or spare parts.

(e) "IPR" means all vested and future rights of copyright, database rights, design rights, trademarks (including all goodwill attaching to those trademarks), patents, rights in inventions, trade names, know-how and any other intellectual, industrial property and exploitation rights anywhere in the world (including without limitation rights in photographs, logos, artwork, literary works, musical works, audio-visual works, name, image and likeness and sound recordings), whether or not registered or registrable (including all registrations and applications for registration of any of the above) and rights to apply for the same and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world.

(f) "Losses": all losses, costs, claims, demands, actions, proceedings, fines, penalties, awards, liabilities, damages, compensation, settlements, expenses and/or professional costs and/or charges.

(g) "Services": the services and resultant deliverables or any part thereof agreed to be supplied as described on the purchase order or Contract, or otherwise mutually agreed between Newton LLC d/b/a The Newton Agency and Supplier in writing.

(h) "Supplier": the person or persons or firm or company to whom a purchase order is addressed or with whom the Contract is made.

​

2. Contract

(a) All orders given, and all Contracts made, by Newton LLC d/b/a The Newton Agency are subject to these Conditions. Subject to clause 2(b), no other conditions of contract which the Supplier purports to apply in relation to the Goods or Services will be accepted by Newton LLC d/b/a The Newton Agency, nor will Newton LLC d/b/a The Newton Agency's acceptance or receipt of any confirmation or order, invoice, note or other document or notification whatsoever constitute acceptance of any other terms or conditions.

(b) In the event Newton LLC d/b/a The Newton Agency requests a change or cancels any Goods and/or Services, Supplier will take all necessary, appropriate, and lawful steps to carry out Newton LLC d/b/a The Newton Agency’s instructions, and to include mitigation of any avoidable costs, liability or obligation.

(c) To the extent there is a conflict between the terms of a duly executed signed Contract between the Supplier and Newton LLC d/b/a The Newton Agency and these Conditions, these Conditions will prevail to the extent of the conflict in question unless the specific provision of these Conditions is referenced as being amended.

(d) Except as set out in these Conditions, no variation of the Contract will be effective unless it is agreed in writing and signed by the parties or their duly authorized representatives.

​

3. Price and Payment

(a) The price for the Goods and/or Services will be the price set out in the applicable purchase order, or, if no price is quoted, the price agreed between Newton LLC d/b/a The Newton Agency and Supplier in good faith in writing prior to the commencement of the Services and/or supply of the Goods, and will not be subject to change without the prior written consent of Newton LLC d/b/a The Newton Agency. No extra charges or expenses will be payable by Newton LLC d/b/a The Newton Agency unless agreed with Newton LLC d/b/a The Newton Agency in writing in advance. Third-party costs shall be subject to Newton LLC d/b/a The Newton Agency’s prior written approval, and shall not include markup or commission. Newton LLC d/b/a The Newton Agency shall not incur any liability whatsoever, nor shall Newton LLC d/b/a The Newton Agency reimburse Supplier, for any amounts payable to Supplier’s in-house or outside legal counsel that Supplier may incur in connection with rendering the Services.

(b) Except where the Contract otherwise provides, the price of the Goods will include secure and proper packing acceptable to Newton LLC d/b/a The Newton Agency, and the cost and delivery to the place specified under clause 4 below.

(c) Unless otherwise agreed in writing, Newton LLC d/b/a The Newton Agency will pay the Supplier within 60 days of the date on which the properly submitted, valid and undisputed invoice (which must include the relevant purchase order number) is received by Newton LLC d/b/a The Newton Agency, as long as the provision of the Goods and/or Services has been performed by the Supplier in accordance with the Contract. Delivery in installments is only permitted with the prior written consent of Newton LLC d/b/a The Newton Agency, and payment will only be made on delivery to and acceptance by Newton LLC d/b/a The Newton Agency of the whole of the Goods or fulfillment of all of the Services is complete. Notwithstanding any good faith dispute between the parties regarding any particular invoice or statement, Supplier shall continue to render the Services in the same manner as theretofore performed.

(d) No payments made under Contract may be used as evidence of the performance by Supplier of the Services, nor shall any payments be construed as acceptance of unsatisfactory work.

(e) Newton LLC d/b/a The Newton Agency may, at any time, without limiting any of its other rights or remedies, set off any liability of the Supplier to Newton LLC d/b/a The Newton Agency against any liability of Newton LLC d/b/a The Newton Agency to the Supplier (including any sums owed to it by the Supplier against sums owed by it to the Supplier).

(f) All prices and amounts payable by Newton LLC d/b/a The Newton Agency under the Contract will be in USD, and will be made by electronic transfer to the bank account nominated by the Supplier from time to time, with any applicable charges on such payments being at the Supplier's sole cost and expense. All prices and amounts are inclusive of all taxes prescribed by law and payable by Newton LLC d/b/a The Newton Agency, but in the event Newton LLC d/b/a The Newton Agency is required to pay any additional taxes or taxes are not included in the prices or amounts (including, without limitation, VAT), such amounts must be disclosed to Newton LLC d/b/a The Newton Agency in writing prior to execution of the Contract.

(g) Except where Supplier acts as a purchasing agent hereunder, Supplier shall be financially responsible for, and hold harmless Newton LLC d/b/a The Newton Agency from, any sales, use, excise, value-added, services, consumption, and other taxes and duties payable by Supplier on any goods or services used or consumed by Supplier in providing the Services where the tax is imposed on Supplier’s acquisition or use of such goods or services and the amount of tax is measured by Supplier’s costs in acquiring such goods or services.

(h) If functions or services are to be performed by Supplier for Newton LLC d/b/a The Newton Agency and/or rights are to be granted by Supplier to Newton LLC d/b/a The Newton Agency as part of, or in connection with, the Services and/or at no additional charge or cost to Newton LLC d/b/a The Newton Agency, the parties acknowledge and agree that any such functions, services or rights are de minimis in nature and are not the principal or direct objective of the Contract.

​

4. Delivery and Risk

(a) The Goods will be securely and properly packed by the Supplier and delivered to the address, and on the date, specified on the purchase order or as specified in writing by Newton LLC d/b/a The Newton Agency (which may include email), including any changes to such date/address made by Newton LLC d/b/a The Newton Agency pursuant to clause 9(c)(i), between the hours of 10 am and 5:30 pm local time on a business day.

(b) Subject to Newton LLC d/b/a The Newton Agency having a reasonable time following delivery to examine the Goods for any defects and then only if Newton LLC d/b/a The Newton Agency accepts such Goods are free of any identifiably defects, the risk of damage to or loss or destruction of the Goods will only pass to Newton LLC d/b/a The Newton Agency on delivery to and acceptance by Newton LLC d/b/a The Newton Agency of the Goods in accordance with the Contract.

(c) Ownership of the Goods will pass to Newton LLC d/b/a The Newton Agency upon delivery and acceptance by Newton LLC d/b/a The Newton Agency in accordance with this Contract.

(d) Time for delivery of the Goods and of supply of the Services will be of the essence for the Contract.

 

5. Alterations

(a) The Supplier will not make any modifications or alterations to or substitutions for the Goods or Services without the prior written consent of Newton LLC d/b/a The Newton Agency. If any modifications, alterations, or substitutions are needed to prevent any breach or delay by the Supplier of its obligations under the Contract, any associated costs (including of repeat performance) will be borne by the Supplier.

(b) If Newton LLC d/b/a The Newton Agency refuses its consent under sub-clause (a) above, and the Supplier is unable for any reason to perform the Contract without modifying, altering and/or substituting the Goods/Services ordered by Newton LLC d/b/a The Newton Agency, Newton LLC d/b/a The Newton Agency may terminate the Contract with immediate effect by giving notice in writing to the Supplier.

(c) Where the Contract is terminated under sub-clause (b) above, any deposit will be returned to Newton LLC d/b/a The Newton Agency together with any installments of the sums already paid and Newton LLC d/b/a The Newton Agency will be entitled to recover from the Supplier any Losses suffered by Newton LLC d/b/a The Newton Agency as a consequence of the Supplier's failure to perform the Contract.

​

6. Provision of the Goods and Services

(a) The Supplier will ensure that the Goods will:

(i) correspond with their description and any applicable specifications provided to Newton LLC d/b/a The Newton Agency in relation to the Contract; (ii) be of first-class quality, workmanship, and design and fit for any purpose held out by the Supplier or made known to the Supplier by Newton LLC d/b/a The Newton Agency expressly or by implication; (iii) be free from defects in design, material, and workmanship and remain so for 12 months after delivery; and (iv) comply with all applicable statutory and regulatory requirements relating to the manufacture, labeling, packaging, storage, handling, and delivery of the Goods.

(b) The Supplier will ensure that all Services will be supplied:

(i) in accordance with any applicable specifications, descriptions, and/or dates provided to, or agreed with, Newton LLC d/b/a The Newton Agency (or if no dates were specified, within a reasonable time taking into account Newton LLC d/b/a The Newton Agency's requirements); (ii) with all reasonable skill, care, and diligence and in accordance with good industry practice; and (iii) in accordance with all applicable statutory and regulatory requirements.

(c) Supplier will take all reasonable precautions to safeguard any and all of Newton LLC d/b/a The Newton Agency’s property entrusted to Supplier's custody or control, and to guard against any loss to Newton LLC d/b/a The Newton Agency through the failure of third parties engaged by Supplier to properly execute their commitments.

(d) To the extent required by Newton LLC d/b/a The Newton Agency, Supplier agrees to provide and to maintain in effect, at Supplier’s sole expense, insurance coverage in sufficient occurrence and aggregate amounts, including, without limitation, Professional Liability/Errors and Omissions, Workers’ Compensation, Commercial General Liability, and/or Employee Fidelity Bond. Applicable policies shall include Newton LLC d/b/a The Newton Agency, its subsidiaries, directors, officers, employees, agents, and affiliates as additional insureds and shall include cross liability coverage for claims that may be brought against the Supplier by such additional insureds. If coverage is written on a claims-made basis, coverage with respect to any and all work shall be maintained for a period of at least two (2) years after the expiration or termination of the Contract. All insurance policies shall be issued by companies licensed to do business in the states where the Services are delivered or the operations are performed and must be rated “A-” “X” or better by A.M. Best. All insurance policies shall include waivers of subrogation against Newton LLC d/b/a The Newton Agency, its subsidiaries, directors, officers, employees, agents, and affiliates and shall require at least thirty (30) days' written notice to Newton LLC d/b/a The Newton Agency prior to cancellation or non-renewal. All insurance policies shall apply as primary to and non-contributory with any other insurance afforded to Newton LLC d/b/a The Newton Agency, its subsidiaries, directors, officers, employees, agents, and affiliates. All insurance policies shall include coverage for defense costs and related expenses. These insurance requirements shall not in any way limit Supplier’s indemnity obligations to Newton LLC d/b/a The Newton Agency as set forth elsewhere herein, nor shall they relieve or decrease the liability of Supplier in any way.

(e) Supplier shall use its best efforts to undertake, obtain or perform all of the above services at the most competitive and advantageous rates, terms, and conditions available and, from time to time, cooperate with Newton LLC d/b/a The Newton Agency in evaluating the effectiveness of such efforts.

(f) Supplier will, itself or through a third party, obtain all necessary releases, licenses, permits, and other authorizations to use any and all property or rights belonging to third parties or employees and independent contractors of Supplier, if required for the performance of Services hereunder and if pre-approved in writing by Newton LLC d/b/a The Newton Agency.

(g) Supplier agrees that it will comply with all laws, rules, and regulations in the provision of all services, materials, and copy supplied to Newton LLC d/b/a The Newton Agency hereunder. In addition, Supplier will comply with all applicable provisions of the Workers' Compensation law and all other federal, state, and local laws, rules, and regulations which may be applicable to Supplier as an employer. Supplier shall, and shall ensure its approved subcontractors, agents, and representatives shall, comply with all applicable federal, state, local and foreign, rules, laws, and regulations, as amended from time to time, in the performance of its obligations hereunder.

​

7. The Newton Agency Remedies

(a) If the Supplier delivers any Goods or provides any Services that do not comply with the requirements of this Contract (including any failure to deliver Goods or to perform the Services by the date set out in the applicable purchase order or otherwise agreed between the parties), Newton LLC d/b/a The Newton Agency will, without limiting or affecting (and in addition to) other rights or remedies available to it under the Contract or by law, have one or more of the following rights and remedies:

(i) Terminate the Contract with immediate effect by giving written notice to the Supplier; (ii) Refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make; (iii) Recover from the Supplier any costs incurred by Newton LLC d/b/a The Newton Agency in obtaining substitute goods and/or services from a third party; (iv) Require a refund from the Supplier of sums paid in advance for Services or Goods that the Supplier has not provided or delivered or has failed to provide/deliver in accordance with this Contract; (v) Claim damages for any Losses incurred by Newton LLC d/b/a The Newton Agency which are attributable to the Supplier's failure to comply with this Contract; (vi) Return any non-compliant deliverables or Goods to the Supplier at the Supplier's own risk and expense; (vii) Require the Supplier to provide repeat performance of the Services at the cost of the Supplier, or to provide a full refund of the price paid for the Services (if paid in advance).

​

8. Indemnity

Supplier shall defend, indemnify, and hold harmless Newton LLC d/b/a The Newton Agency, its parent, subsidiaries, and affiliates, and their respective employees, agents, subsidiaries, and affiliates, from and against any and all Losses and liability of any kind arising out of or relating to any claim, suit, or proceeding with respect to:

(i) Any infringement or alleged infringement of any third party's IPR arising out of or in connection with the manufacture, supply, receipt, or use of the Goods, Services, and/or any other materials, information, documentation, or data provided by the Supplier in accordance with the Contract; (ii) Any breach by the Supplier, in respect of the Goods, of the Occupational Health and Safety Act 1970 (and all other regulatory and statutory requirements for the applicable territory), or any statutory modification or re-enactment thereof or any regulations, orders, or directions made thereunder; (iii) The negligence or wrongful, intentional acts of Supplier, its employees, subcontractors, agents, or representatives; (iv) Breaches of any procedures, promises, covenants, warranties, or representations set forth in the Contract; (v) Alleged or actual violations by Supplier, its employees, subcontractors, agents, or representatives of any governmental law, rule, ordinance, resolution, requirement, mandate, or regulation; and/or (vi) Fraud committed on the part of Supplier, its employees, subcontractors, agents, or representatives.

​

9. Termination of the Contract

(a) Newton LLC d/b/a The Newton Agency will be entitled to terminate the Contract by giving 5 business days' notice to the Supplier at any time without cause. If the Supplier is not in material breach of the Contract, Newton LLC d/b/a The Newton Agency will pay the Supplier a fair and reasonable sum for any work in progress on the Goods at, and Services provided up to, the date of termination, but such compensation will not include loss of anticipated profits or any consequential loss.

(b) Newton LLC d/b/a The Newton Agency may by notice to the Supplier terminate the Contract with immediate effect if the Supplier:

(i) Commits a material breach of any term of the Contract and such breach is irremediable or (if such breach is remediable) fails to remedy that breach within 7 days of being notified in writing to do so; (ii) Not being a body corporate, becomes bankrupt, compounds or makes any arrangement with his creditors, or commits any act of bankruptcy; (iii) Being a body corporate, goes into liquidation, whether compulsory or voluntary (except for the purpose of solvent re-construction or amalgamation), or has a receiver appointed over its undertaking or assets or any part thereof.

(c) On termination of the Contract, the Supplier will immediately cease work under the Contract and, at Newton LLC d/b/a The Newton Agency's sole discretion, will:

(i) Either:

(A) Deliver the Goods and deliverables (whether or not then complete) to a location of Newton LLC d/b/a The Newton Agency's choice, as notified to the Supplier by Newton LLC d/b/a The Newton Agency in writing (which may be different to the original address specified under clause 4); or (B) Destroy such deliverables/Goods and provide a certificate of destruction to Newton LLC d/b/a The Newton Agency;

(ii) Return or otherwise dispose of (as directed by Newton LLC d/b/a The Newton Agency) any and all data, materials, and property belonging or relating to Newton LLC d/b/a The Newton Agency, including, but not limited to, Newton LLC d/b/a The Newton Agency's Confidential Information, and all copies of the same then in its possession, custody, or control; (iii) Cooperate with Newton LLC d/b/a The Newton Agency to transition Services.

(d) Termination of the Contract will not affect the parties' rights and remedies that have accrued as at termination.

(e) Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract will remain in full force and effect.

​

10. Intellectual Property Rights

(a) Each party will retain ownership of any IPR owned by it or its licensors prior to the date of the Contract or which have been developed independently of the Contract without reference to the IPR of the other party ("Background IPR").

(b) The Supplier grants to Newton LLC d/b/a The Newton Agency a non-exclusive, perpetual, irrevocable, royalty-free license to use the Supplier Background IPR to facilitate and/or enable full use of the Goods, deliverables, or other materials created as a result of the provision of the Services and, for this purpose, to sub-license such Supplier Background IPR to third parties, and the Supplier will be responsible for all costs arising from this clause 10(b).

(c) All IPR subsisting in anything developed or created by the Supplier (or on behalf of the Supplier, including by any sub-contractor) for Newton LLC d/b/a The Newton Agency under the Contract, including in the Goods and any deliverables or other materials created as a result of the provision of the Services together with all reproductions derived therefrom and the performances embodied thereon, will from the inception thereof vest in Newton LLC d/b/a The Newton Agency upon their creation and all such IPR (the "Developed IPR") be the property of Newton LLC d/b/a The Newton Agency in perpetuity, free from any claims whatsoever by Supplier (including without limitation, sub-contractors and any person/entity deriving rights or interests from or through Supplier), including, without limitation, any and all copyrights therein and thereto. Supplier acknowledges that all Developed IPR is specifically commissioned by Newton LLC d/b/a The Newton Agency and that all results and proceeds of Supplier’s Services hereunder are hereby deemed “works made for hire” (as defined in 17 U.S.C. Section 101) for Newton LLC d/b/a The Newton Agency. If any such results or proceeds of Supplier’s Services or any Developed IPR are determined not to be a “work made for hire,” the Supplier hereby irrevocably assigns (or will procure the assignment of) to Newton LLC d/b/a The Newton Agency with full title guarantee, including by present assignment of future rights (including extensions of copyright), all right, title, and interest in the Developed IPR, including without limitation the right to exploit the Developed IPR for the lifetime of the Developed IPR throughout the world. The Supplier undertakes (and will procure that any sub-contractors will undertake), to the extent necessary, to execute all such documents and perform all such acts as may be required by Newton LLC d/b/a The Newton Agency to perfect the assignment to Newton LLC d/b/a The Newton Agency of all IPR as provided for in this clause 10(c).

(d) The Supplier hereby irrevocably and unconditionally waives any and all moral and like rights (including, droit morale) that Supplier has in any of the Developed IPR, Goods, deliverables, and any other materials which are created by or on behalf of the Supplier as a result of the performance of the Contract and Supplier hereby agrees not to make any claim against Newton LLC d/b/a The Newton Agency, or any person/entity authorized by Newton LLC d/b/a The Newton Agency to exploit the same, based on such moral or like rights. Supplier will obtain waivers of all moral rights that any third party (including without limitation, sub-contractors and any person/entity deriving rights or interests from or through Supplier) has in any of the Developed IPR, Goods, deliverables, and any other materials which are created by or on behalf of the Supplier and Supplier will deliver to Newton LLC d/b/a The Newton Agency such documents as Newton LLC d/b/a The Newton Agency may reasonably request in order to vest in Newton LLC d/b/a The Newton Agency all of the rights granted to Newton LLC d/b/a The Newton Agency in the Contract.

(e) The Supplier warrants that the Developed IPR and the Supplier Background IPR:

(i) And the use of them by Newton LLC d/b/a The Newton Agency, will not infringe the IPR of any third party; (ii) Will either be the Supplier's original work not copied wholly or substantially from any other third-party source, or will be validly licensed (or in the case of the Developed IPR validly assigned) to the Supplier for all purposes necessary under the Contract at the Supplier's own cost; (iii) Will not contain any material or content that is offensive, obscene, defamatory, or otherwise unlawful or legally restricted; (iv) Will not, to the best of the Supplier's knowledge, be the subject of any litigious or other claims or proceedings, and the Supplier will inform Newton LLC d/b/a The Newton Agency immediately if the Supplier becomes aware of any such claims or proceedings.

(f) Neither party will use or reproduce any names, trademarks, branding, or logos owned by the other party for the purposes of advertising or promotional materials without the other party's prior written consent.

​

11. Data Protection

(a) Both parties will comply with all applicable requirements of applicable data protection and privacy legislation (including binding guidance and codes of practice issued by a party's relevant data protection authority) in force from time to time which apply to a party relating to its use of personal data in connection with the Contract and the performance of its obligations under the Contract.

(b) The parties acknowledge that neither party intends to carry out the processing of personal data on behalf of the other party under the Contract. To the extent that either party will process personal data on behalf of the other party in connection with the Contract, the parties will enter into a separate data processing or related agreement in respect of any such processing.

(c) Newton LLC d/b/a The Newton Agency will process personal data relating to Supplier and/or Supplier’s personnel (as applicable) in accordance with its privacy statement.

(d) Supplier’s personnel may be self-employed but Supplier must be responsible for all of its personnel’s services/obligations to provide the Services under this Contract (and not Newton LLC d/b/a The Newton Agency).

​

12. Confidentiality

(a) The Supplier undertakes to keep Newton LLC d/b/a The Newton Agency's Confidential Information confidential. Unless agreed otherwise in advance in writing by Newton LLC d/b/a The Newton Agency, the Supplier will not use or disclose Newton LLC d/b/a The Newton Agency's Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract, or as required by law. This clause 12(a) will survive expiry or termination of the Contract.

​

13. Tax Compliance

(a) The Supplier warrants on an ongoing basis, and will ensure, that, for the duration of the Contract, Supplier complies with all local tax and employment regulations.

(b) Supplier will at all times during and after the term of this Contract indemnify and keep indemnified Newton LLC d/b/a The Newton Agency against (i) all Losses arising out of or in connection with any breach by the Supplier of clause 13(a), and (ii) all Losses in relation to any worker-related claims, and any income tax, insurance and/or social security contributions related liabilities.

​

 

14. Audit and Examination

Supplier will maintain complete and accurate accounting records in connection with Services performed and Goods provided hereunder, in accordance with generally accepted accounting principles. Upon reasonable advance written notice by Newton LLC d/b/a The Newton Agency, Supplier shall provide to Newton LLC d/b/a The Newton Agency and/or Newton LLC d/b/a The Newton Agency’s auditors (individually and collectively, the “Newton LLC d/b/a The Newton Agency Auditors”), reasonable access at a mutually agreed upon time during normal business hours to Supplier’s and as applicable, its subcontractors’ and/or agents’ (who perform any material portion of the Services), files and records pertaining to Newton LLC d/b/a The Newton Agency, for the purpose of determining, as applicable, among other things, compliance with the Contract. Newton LLC d/b/a The Newton Agency auditors shall be permitted to examine such files and records and make extracts therefrom. If any audit by a Newton LLC d/b/a The Newton Agency Auditor results in Supplier being notified that it or its agents or subcontractors are not in compliance with such requirements, Supplier shall at its sole expense take all necessary actions to comply, and shall cause each of its subcontractors or agents to take all necessary actions to comply at its or their expense. If any audit reveals that Newton LLC d/b/a The Newton Agency has overpaid any amounts, as mutually agreed by the parties, Supplier shall remit to Newton LLC d/b/a The Newton Agency such amounts due, and any interest (at the highest percentage permitted by applicable law) with respect thereto, within ten (10) days of an invoice submitted by Newton LLC d/b/a The Newton Agency to Supplier. In addition, if any audit reveals that Newton LLC d/b/a The Newton Agency has overpaid any amounts by five percent (5%) or more on any invoice, Supplier shall, within ten (10) days of receipt of invoice from Newton LLC d/b/a The Newton Agency to Supplier, reimburse Newton LLC d/b/a The Newton Agency for all reasonable fees and expenses incurred to detect and rectify such overpayment. In connection with its obligations under this audit section, Supplier shall reasonably cooperate and provide to Newton LLC d/b/a The Newton Agency Auditors, in a timely manner, all such assistance as they may reasonably require in connection with any audit or examination. All of the foregoing and other requested information supplied by Supplier to Newton LLC d/b/a The Newton Agency will be provided in such form and substance as Newton LLC d/b/a The Newton Agency shall reasonably designate.

​

15. Compliance; Conflicts of Interest

(a) Supplier warrants and represents that it will, and will procure that any and all persons engaged by it will, comply with any and all applicable laws, statutes, regulations, policies, procedures, guidelines, codes and/or other standard requirements (including, but not limited to, any anti-bribery, anti-corruption, anti-slavery, anti-trafficking and/or other ethical policies and any policies that Newton LLC d/b/a The Newton Agency may notify to you and update from time to time).

(b) Supplier agrees that it shall not render any services that would result in Newton LLC d/b/a The Newton Agency entering into a transaction with a third party in which Supplier would be compensated separately with respect to such transaction, except with Newton LLC d/b/a The Newton Agency’s prior written consent in each instance after full and complete written disclosure by Supplier to Newton LLC d/b/a The Newton Agency, of all material aspects of Supplier’s relationship to such transaction or the personnel connected thereto. Newton LLC d/b/a The Newton Agency’s consent may be granted or withheld in its sole and absolute discretion.

​

16. General

(a) In all respects (including non-contractual disputes or claims), the Contract shall be governed by the substantive laws of the State of New York applicable to agreements made and to be wholly performed therein without regard to conflict of law principles. Any claim or action brought by one of the parties hereto in connection with the Contract shall be exclusively brought in a court of competent jurisdiction within New York County, New York. Each party hereby expressly consents to, submits to, and acknowledges the personal jurisdiction of the federal and state courts within New York County, New York in connection with the Contract.

(b) No failure or delay by a party to exercise any right or remedy will constitute a waiver or abandonment of that right or any other right or remedy. No waiver of any term of the Contract by Newton LLC d/b/a The Newton Agency will be deemed to be a further or continuing waiver of any other term of the Contract.

(c) Notices should be served to the respective party's relevant address. Notices served by email will be deemed to have been received at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume.

(d) Unless it expressly states otherwise, the Contract will not make any third party a beneficiary of or party to the Contract.

(e) Nothing in the Contract is intended to, or will be deemed to, establish any partnership or joint venture between the parties, constitute any party as the agent of the other party, or authorize a party to make or enter into any commitments for or on behalf of the other party. Supplier agrees, warrants, and represents that it is an independent contractor and its personnel are not Newton LLC d/b/a The Newton Agency's agents or employees for federal tax purposes or any other purposes whatsoever, and are not entitled to any Newton LLC d/b/a The Newton Agency employee benefits. Supplier, and not Newton LLC d/b/a The Newton Agency, is solely responsible for the compensation of its employees, agents, and subcontractors assigned to perform services hereunder, and payment of worker's compensation, disability, and other income and other similar benefits, unemployment and other similar insurance, and for withholding income, other taxes, and social security.

(f) If any provision or part-provision of the Contract is or becomes invalid, illegal, or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of this Contract.

(g) Supplier may subcontract any of its obligations under the Contract to a subcontractor provided that (i) Supplier shall remain at all times primarily responsible for the acts and omissions of any such subcontractor and shall retain any such liability and responsibility under the Contract as if such subcontracted activities were performed by Supplier; and (ii) Newton LLC d/b/a The Newton Agency has provided prior written express consent to such subcontractor. In the event that Supplier chooses to use subcontractors in performing the services under the Contract, in no event shall Supplier’s entering into any subcontract result in an increase in agreed upon charges and Supplier shall be responsible for and shall indemnify and hold harmless Newton LLC d/b/a The Newton Agency from any new or increased taxes or other charges associated with any such subcontract.

(h) Neither party will be deemed to be in breach of the Contract, or otherwise liable to the other, by reason of any delay in performance or non-performance of any of its obligations under the Contract to the extent that such delay or non-performance is caused by any circumstances beyond that party's reasonable control (excluding any circumstances related to Covid-19 and its impact).

(i) The Contract does not establish Supplier as the exclusive Supplier or service provider for Newton LLC d/b/a The Newton Agency with respect to the Services to be provided hereunder or any other services of any kind or nature, and Newton LLC d/b/a The Newton Agency shall be entitled to engage other consultants and service providers to render services of any kind for Newton LLC d/b/a The Newton Agency, whether or not such services are substantially similar to the services being provided hereunder. Nothing herein shall obligate Newton LLC d/b/a The Newton Agency to actually use Supplier’s Services or the results and proceeds thereof or otherwise enter into any transactions arising out of Supplier’s performance of its Services, all of which shall be in Newton LLC d/b/a The Newton Agency’s sole and absolute discretion.

(j) Newton LLC d/b/a The Newton Agency may assign its rights under the Contract to an entity that is either (a) acquiring all or substantially all of Newton LLC d/b/a The Newton Agency’s assets and assuming all liability related to such assets, (b) acquiring the division, business unit, or operation of Newton LLC d/b/a The Newton Agency which uses the deliverable and assuming the liabilities of such division, business unit, or operation, or (c) a parent, subsidiary, or affiliate of Newton LLC d/b/a The Newton Agency.

(k) Title and headings of paragraphs of the Contract are for convenience of reference only, and shall not affect the construction of any provision of the Contract. The Contract may not be assigned by Supplier in whole or in part without the express prior written consent of Newton LLC d/b/a The Newton Agency.

(l) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that: (i) upon entering into the Contract, it does not rely, and has not relied, upon any representation (whether negligent or innocent), statement or warranty made or agreed to by any person (whether a party to the Contract or not) except those expressly set out in the Contract; and (ii) the only remedy available in respect of any misrepresentation or untrue statement made to it will be a claim for damages for breach of contract under the Contract. Nothing in this clause limits or excludes any liability for fraud.

​

​

​

​