Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") constitute a legally binding agreement between you (either an individual or entity, "you" or "Client") and Newf Technology, Inc. ("Newf," "we," "us," or "our") governing your access to and use of our website (newf.tech), services, software, and related offerings.

By accessing our website, purchasing any service, or executing a service agreement with Newf Technology, you agree to be bound by these Terms. If you do not agree to these Terms, you must discontinue use of our services immediately.

We reserve the right to modify these Terms at any time. Changes become effective upon posting to this page. Your continued use of our services after changes are posted constitutes acceptance of the revised Terms. We will make reasonable efforts to notify clients of material changes via email or service notifications.

2. Service Descriptions

Newf Technology operates as a compliance-focused technology and advisory company serving regulated organizations. Our services are organized under five distinct brands:

Specific service terms, including pricing, deliverables, and service levels, are detailed in executed service agreements, statements of work (SOWs), or subscription agreements, which supplement and are incorporated into these Terms.

3. User Obligations and Acceptable Use

3.1 Account Security

If you create an account to access our services, you are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You must notify us immediately of any unauthorized access or security breach.

3.2 Prohibited Activities

You agree not to:

• Use our services for any unlawful purpose or in violation of any applicable regulations
• Attempt to gain unauthorized access to our systems, networks, or other users' accounts
• Interfere with or disrupt the integrity or performance of our services
• Reverse engineer, decompile, or disassemble any software or proprietary systems
• Transmit viruses, malware, or any other malicious code
• Use our services to store or transmit content that infringes third-party intellectual property rights
• Resell, sublicense, or redistribute our services without explicit written authorization
• Use automated systems (bots, scrapers) to access our services without permission
• Submit false or misleading information in connection with service use

3.3 Compliance Obligations

You remain solely responsible for your compliance with applicable laws and regulations in your industry and jurisdiction. Our services provide tools and guidance to support compliance efforts, but do not substitute for legal counsel or guarantee regulatory compliance. You agree to use our services in accordance with all applicable federal, state, and local laws.

4. Intellectual Property Rights

4.1 Newf Ownership

All intellectual property rights in our services, including but not limited to software, website content, documentation, designs, trademarks, service marks, logos, methodologies, and proprietary processes, are owned by Newf Technology, Inc. or our licensors. This includes the trademarks: Newf Technology®, Newf Advisory®, AlignSure®, Newf Data®, Newf Ventures®, and Newf Studios® (registered or pending).

4.2 License Grant to Clients

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use our services solely for your internal business purposes during the term of your service agreement.

4.3 Client Data Ownership

You retain all ownership rights to your data. Client data uploaded to or processed through our services (including but not limited to insurance certificates, compliance documentation, facility data, and business records) remains your property. You grant us a limited license to process, store, and transmit your data solely as necessary to provide services to you. Our data practices are governed by our Privacy Policy.

4.4 Usage Data and Analytics

We may collect and analyze anonymized, aggregated usage data to improve our services, develop benchmarks, and create derivative data products. This data will not identify you or your organization without your explicit consent.

5. Payment Terms and Billing

5.1 Fees and Billing

Service fees are specified in your service agreement, subscription plan, or statement of work. All fees are exclusive of applicable taxes, which you are responsible for paying. We reserve the right to change pricing upon 30 days' written notice for ongoing subscriptions.

5.2 Payment Terms

Payment is due according to the terms specified in your service agreement. For subscription services, you authorize us to charge your designated payment method automatically at each billing cycle. Failure to pay may result in service suspension or termination.

5.3 Refund Policy

Refunds are handled according to the terms of your specific service agreement. Generally:

• Subscription services (AlignSure): No refunds for partial billing periods. You may cancel at any time, effective at the end of your current billing cycle.
• Advisory services: Billed hourly or on milestone basis per SOW. No refunds for completed work.
• Data products: No refunds after data delivery or API access is provided.
• Training services: Cancellations made 14+ days before scheduled training may receive a full refund. Cancellations within 14 days are non-refundable.

5.4 Auto-Renewal

Subscription services automatically renew at the end of each term unless you cancel before the renewal date. You will receive notification of upcoming renewals and any pricing changes at least 30 days in advance.

6. Service Availability and Disclaimers

6.1 "As-Is" Service Provision

OUR SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

6.2 Service Availability

While we strive to maintain high availability for our SaaS services, we do not guarantee uninterrupted or error-free operation. Scheduled maintenance windows will be communicated in advance when feasible. Service Level Agreements (SLAs), if applicable, are specified in individual subscription agreements.

6.3 No Guaranteed Outcomes

Advisory Services: Professional consulting recommendations are based on our expertise and industry best practices but are not guarantees of specific outcomes. Implementation success depends on numerous factors outside our control.

Compliance Tools: Our software assists with compliance management but does not guarantee regulatory compliance. You remain responsible for ensuring your compliance obligations are met.

6.4 Service Modifications

We reserve the right to modify, suspend, or discontinue any service (or portion thereof) at any time with reasonable notice. We will make commercially reasonable efforts to migrate clients to alternative solutions when services are discontinued.

6.5 Third-Party Integrations

Our services may integrate with third-party platforms (such as Microsoft 365). We are not responsible for third-party service availability, changes, or failures. Integration functionality depends on third-party API stability and may change without notice.

7. Limitation of Liability

7.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NEWF TECHNOLOGY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OUR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 Liability Cap

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR OUR SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID BY YOU TO NEWF TECHNOLOGY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100 USD).

7.3 Exceptions

The limitations in this section do not apply to: (a) liability for death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) willful misconduct; or (d) any other liability that cannot be limited by applicable law.

7.4 Basis of the Bargain

You acknowledge that these limitations of liability are a fundamental element of the basis of the bargain between you and Newf Technology and that we would not provide services without these limitations.

8. Indemnification

You agree to indemnify, defend, and hold harmless Newf Technology, Inc., its affiliates, and their respective officers, directors, employees, agents, and representatives from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use or misuse of our services
• Your violation of these Terms
• Your violation of any third-party rights, including intellectual property rights or privacy rights
• Your violation of any applicable laws or regulations
• Any content or data you submit, post, or transmit through our services

We reserve the right to assume exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with our defense of such claim.

9. Dispute Resolution and Governing Law

9.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.

9.2 Informal Resolution

Before initiating formal proceedings, we encourage you to contact us at legal@newf.tech to seek informal resolution of any dispute. Many disputes can be resolved quickly and efficiently through direct communication.

9.3 Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or our services that cannot be resolved informally shall be settled by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted in Delaware, and judgment on the arbitration award may be entered in any court having jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights.

9.4 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in class action lawsuits or class-wide arbitration.

9.5 Jurisdiction

To the extent arbitration does not apply, you consent to the exclusive jurisdiction of the state and federal courts located in Delaware for resolution of any disputes.

10. Termination

10.1 Termination by Client

You may terminate your use of our services at any time by:

• Canceling your subscription through your account settings or by contacting support
• Providing written notice as specified in your service agreement
• Ceasing all use of our services and website

Termination is effective at the end of your current billing cycle unless otherwise specified in your service agreement.

10.2 Termination by Newf

We may suspend or terminate your access to our services immediately, without prior notice or liability, for any reason, including but not limited to:

• Breach of these Terms
• Non-payment of fees
• Fraudulent or illegal activity
• Conduct that harms or may harm Newf, our users, or third parties
• Upon your request

10.3 Effect of Termination

Upon termination:

• Your right to access and use the services immediately ceases
• You remain obligated to pay any outstanding fees
• We will retain your data for 30 days to allow for retrieval, after which it may be permanently deleted
• You may request a data export during this 30-day period by contacting support
• Provisions that by their nature should survive termination (including intellectual property rights, limitation of liability, indemnification, and dispute resolution) will continue in effect

10.4 Data Retrieval

We will provide reasonable assistance with data export following termination, subject to our then-current data retrieval policies. Data export formats and methods are specified in service documentation.

11. General Provisions

11.1 Entire Agreement

These Terms, together with any executed service agreements, statements of work, subscription agreements, and our Privacy Policy and Cookie Policy, constitute the entire agreement between you and Newf Technology regarding our services and supersede all prior agreements and understandings, whether written or oral.

11.2 Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.

11.3 Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision. Our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

11.4 Assignment

You may not assign or transfer these Terms or your rights hereunder, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. Any attempt by you to assign these Terms without our consent shall be null and void. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

11.5 Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms (other than payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, internet failures, or failures of third-party hosting providers or utility services.

11.6 Notices

All notices under these Terms shall be in writing and shall be deemed given when:

• Delivered personally
• Sent by confirmed email
• Sent by certified mail, return receipt requested
• Received by a nationally recognized overnight courier

Notices to Newf Technology should be sent to: legal@newf.tech or to the mailing address specified in your service agreement.

11.7 Relationship of Parties

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

11.8 Export Compliance

Our services and any related technology are subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to comply strictly with all applicable laws and regulations and acknowledge that you are responsible for obtaining any required export, re-export, or import authorizations.

11.9 U.S. Government Rights

If you are a U.S. government entity, our services are "Commercial Items" as defined at 48 C.F.R. §2.101, and use is governed by these Terms and applicable service agreements.

12. Contact Information

If you have questions about these Terms of Service, please contact us:

For general support inquiries, please visit our support portal or contact your account representative.

Related Legal Documents

These Terms of Service should be read in conjunction with:

• Privacy Policy - How we collect, use, and protect your personal information
• Cookie Policy - How we use cookies and tracking technologies